8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 28, 2007

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50890	41-1990662
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6530 West Campus Oval, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 614-289-5360

Not ApplicableFormer name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
Tenth Amendment to Revolving Credit and Term Loan Agreement
Amendment and Waiver Letter dated August 16, 2007 to Revolving Credit and Term Loan Agreement
Press Release dated October 1, 2007

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2007, the Registrant, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent, Comerica Bank, as Syndication Agent, and the various lenders party thereto entered into the Tenth Amendment to the Revolving Credit and Term Loan Agreement (the “Tenth Amendment”). Pursuant to the terms of the Tenth Amendment, the lenders party thereto consented to various amendments, including but not limited to, reporting and financial ratios which included the fixed charge ratio and the total funded ratio.

A copy of the Tenth Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Other Events.

On August 16, 2007, the Registrant, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent, Comerica Bank, as Syndication Agent, and the various lenders party thereto entered into an Amendment and Waiver Letter to the Revolving Credit and Term Loan Agreement (the “Amendment and Waiver”). Pursuant to the terms of the Amendment and Waiver, the lenders party thereto consented to increase the size of permitted acquisitions to $40 million and waived any default or event of default in connection with intercompany loans, contributions to capital, investments in capital stock or mixed stock and indebtedness certificates in connection with permitted acquisitions that may have occurred prior to the date of such permitted acquisition.

A copy of the Amendment and Waiver is attached hereto as Exhibit 10.2 and incorporated herein by reference.

On October 1, 2007, Commercial Vehicle Group, Inc. issued a press release announcing the acquisition of PEKM Kabeltechnik s.r.o., a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Tenth Amendment to Revolving Credit and Term Loan Agreement, dated as of September 28, 2007, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agents for the banks, and Comerica Bank, one of the banks, as syndication agent for the banks.
10.2	Amendment and Waiver Letter to Revolving Credit and Term Loan Agreement, dated as of August 16, 2007, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agents for the banks, and Comerica Bank, one of the banks, as syndication agent for the banks.
99.1	Press release dated October 1, 2007, announcing the acquisition of PEKM Kabeltechnik s.r.o.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Commercial Vehicle Group, Inc.
October 1, 2007	By:	/s/ Chad M. Utrup
		Name:	Chad M. Utrup
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Tenth Amendment to Revolving Credit and Term Loan Agreement
10.2	Amendment and Waiver Letter dated August 16, 2007 to Revolving Credit and Term Loan Agreement
10.3	Press release dated October 1, 2007 announcing the acquisition of PEKM Kabeltechnik s.r.o..

EX-10.1

Exhibit 10.1
Execution Copy

TENTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT

     THIS TENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of September 28, 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, by a Sixth Amendment to Revolving Credit and Term Loan Agreement dated as of December 29, 2005, by a Waiver and Seventh Amendment to Revolving Credit and Term Loan Agreement dated as of March 26, 2007, by an Eighth Amendment to Revolving Credit and Term Loan Agreement dated as of June 26, 2007 and by an Amendment and Waiver Letter dated August 16, 2007 (as amended, the “Loan Agreement”);

     WHEREAS, the Company has requested that the Banks agree to various amendments to the covenants regarding reporting, financial ratios and certain other matters as set out in the Loan Agreement to facilitate future operations and a Permitted Acquisition 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. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

     (a) Section 1.1 of the Loan Agreement is amended to add the following definition of “PEKM Acquisition” in appropriate alphabetical order:

     “PEKM Acquisition”: The acquisition of certain of the equity interests of PEKM s.r.o. by a new indirect Foreign Subsidiary of the Company, CVG Czech I s.r.o., on or about October 1, 2007.

     (b) The definition of “Ordinary Course of Business” in Section 1.1 of the Loan Agreement is amended in its entirety to read as follows:

     “Ordinary Course of Business”: In respect of any transaction involving a Borrower or any Subsidiary of a Borrower, the ordinary course of such Person’s business and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

     (c) Section 2.1(d) of the Loan Agreement is amended to delete therefrom the dollar amount “$5,000,000” and insert in its place the dollar amount “$10,000,000” as the limitation on Swingline Loans (subject to the other limitations set forth therein).

     (d) Section 5.1(b) of the Loan Agreement is amended in its entirety to read as follows:

     5.1(b) as soon as available, but not later than thirty (30) days after the end of each fiscal quarter of each year (except 60 days after the end of each December), a copy of the unaudited consolidated balance sheets of the Company, the Borrowers and each of their Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal quarter and for the portion of the fiscal year then ended, all certified on behalf of the Company by an appropriate Responsible Officer as being complete and correct in all material respects and fairly presenting in all material respects, in accordance with GAAP, the financial position and the results of operations of the Borrowers and their Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosure.

     (e) Section 5.2(d) of the Loan Agreement is amended in its entirety to read as follows:

     5.2(d) together with each delivery of financial statements pursuant to subsection 5.1(a) and subsection 5.1(b) (i) a management report, in reasonable detail, signed by a Responsible Officer of the Company, describing the operations and financial condition of the Borrowers and their Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 5.2(f) and discussing the reasons for any significant variations;

     (f) Section 5.2(f) of the Loan Agreement is amended in its entirety to read as follows:

     5.2(f) as soon as available and in any event no later than thirty (30) days after the last day of each fiscal year of the Company, projections of the Company’s (and its Subsidiaries’) consolidated financial performance for the then current fiscal year on a month by month basis;

     (g) Section 6.4 (b) of the Loan Agreement is amended in its entirety to read as follows:

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     6.4(b) extensions of credit in the Ordinary Course of Business by (i) the Company to any of its Subsidiaries, or (ii) any Subsidiary of the Company to the Company or to any other Subsidiary of the Company; provided that following an Event of Default, if requested by the Agent, the obligations of each obligor shall be evidenced by notes, the sole originally executed copy of which shall, at the request of the Agent, be pledged to the Agent, for the benefit of the Agent and the Banks, and have such other terms as the Agent may reasonably require provided further, that extensions of credit described in clauses (i) and (ii) of this Section 6.4(b) shall be deemed to be in the Ordinary Course of Business if the proceeds thereof are used (A) to repay or prepay Obligations in whole or in part, (B) to repay or prepay Indebtedness allowed under Section 6.5(n) in whole or in part, or (C) for Permitted Acquisitions;

     (h) Section 6.4(v) of the Loan Agreement is amended by deleting from clause (ii) thereof the dollar amount “$20,000,000” and inserting in its place the dollar amount “$40,000,000” as the cap on capital contributions to Foreign Subsidiaries under the Loan Agreement.

     (i) Sections 6.19 and 6.20 of the Loan Agreement are amended in their entireties to read as follows:

     Section 6.19 Total Leverage Ratio. The Borrowers shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter ending during the following periods for the four fiscal quarter period then ended to be greater than the ratio set forth below for such period:

Fiscal Quarters	Maximum Total
Ending	Leverage Ratio
June 30, 2007	2.50 to 1.00
September 30, 2007	3.75 to 1.00
December 31, 2007 through March 31, 2008	4.75 to 1.00
June 30, 2008	3.75 to 1.0
September 30, 2008	2.75 to 1.0
December 31, 2008 and each fiscal quarter end thereafter	2.50 to 1.0

     Section 6.20 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio:

     (a) for the twelve months then ended measured at the end the fiscal quarter ending June 30, 2007, to be less than 1.30 to 1.00.

     (b) for the twelve months then ended measured at the end of the fiscal quarters ending September 30, 2007 and December 31, 2007, to be less than 1.10 to 1.00.

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     (c) for the twelve months then ended measured at the end of the fiscal quarter ending March 31, 2008, to be less than 1.00 to 1.00.

     (d) for the twelve months then ended measured at the end of the fiscal quarter ending June 30, 2008, to be less than 1.10 to 1.00.

     (e) for the twelve month then ended measured at the end of the fiscal quarter ending September 30, 2008 and at the end of each fiscal quarter thereafter, to be less than 1.30 to 1.00.

     (j) Exhibit 1.1(G) to the Credit Agreement is amended to read as 1.1(G) attached hereto.

     (k) Each of Schedules 4.2 and 6.5 to the Loan Agreement are hereby replaced in their entireties with Schedules 4.2 and 6.5 attached hereto.

     3. Amendments to the Security Agreement. The Security Agreement is amended to add thereto a pledge by each of the Company and CVG European Holdings, LLC of 65% of its Equity Interest in CVG Global S.a.r.l. By its signature on this Amendment each of the Company and CVG European Holdings, LLC hereby pledges to the Secured Parties 65% of the issued and outstanding Equity Interest of CVG Global S.a.r.l. and Schedule 1 to the Security Agreement is amended to add the following thereto:

Holder of	Issuer of		Stock	Equity	Equity
Equity	Equity	Interest	Certificate	Interest	Interest
Interest	Interest	Pledged	Number	Issued	Authorized	Par Value
Commercial Vehicle Group, Inc.	CVG Global S.a.r.l.	58.5 shares	Not applicable	90 shares	100 shares	152 Euros per share
CVG European Holdings, LLC	CVG Global S.a.r.l.	6.5 shares	Not applicable	10 shares	100 shares	152 Euros per share

     4. Conditions to Effectiveness of this Amendment. This Amendment shall be effective as of the date set forth above (the “Effective Date”), once the Agent has received sufficient counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and the Required Banks, and the following conditions are satisfied or waived:

4

     (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.

     (c) The Agent shall have received from the Borrower for the benefit of the Banks an amendment fee of $100,000.

     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 (as amended hereby). 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.

5

     (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 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.

[the remainder of this page intentionally left blank]

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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.

COMMERCIAL VEHICLE GROUP, INC.
By	/s/ Chad M. Utrup
	Title CFO

Address:
6530 Campus Way
New Albany, Ohio 43054
Fax: (614) 289-5371
Attention: Jeff Vogel

SPRAGUE DEVICES, INC. (formerly COMMERCIAL VEHICLE SYSTEMS, INC.)
By	/s/ Chad M. Utrup
	Title CFO
NATIONAL SEATING COMPANY
By	/s/ Chad M. Utrup
	Title CFO
TRIM SYSTEMS OPERATING CORP.
By	/s/ Chad M. Utrup
	Title CFO
CVS HOLDINGS, INC.
By	/s/ Chad M. Utrup
	Title CFO

[Signature Page 1 to Tenth Amendment]

TRIM SYSTEMS, INC.
By	/s/ Chad M. Utrup
	Title CFO
MAYFLOWER VEHICLE SYSTEMS, LLC
By	/s/ Chad M. Utrup
	Title CFO
CVG MANAGEMENT CORPORATION
By	/s/ Chad M. Utrup
	Title CFO
MONONA CORPORATION
By	/s/ Chad M. Utrup
	Title CFO
MONONA WIRE CORPORATION
By	/s/ Chad M. Utrup
	Title CFO
MONONA (MEXICO) HOLDINGS, LLC
By	/s/ Chad M. Utrup
	Title CFO

[Signature Page 2 to Tenth Amendment]

CABARRUS PLASTICS, INC.
By	/s/ Chad M. Utrup
	Title CFO

CVG EUROPEAN HOLDINGS, LLC
By	/s/ Chad M. Utrup
	Title CFO

[Signature Page 3 to Tenth Amendment]

FOREIGN CURRENCY BORROWERS: COMMERCIAL VEHICLE SYSTEMS LIMITED
By	/s/ Chad M. Utrup
	Title CFO
KAB SEATING LIMITED
By	/s/ Chad M. Utrup
	Title CFO
BOSTROM LIMITED
By	/s/ Chad M. Utrup
	Title CFO
BOSTROM INTERNATIONAL LIMITED
By	/s/ Chad M. Utrup
	Title CFO
CVS HOLDINGS LIMITED
By	/s/ Chad M. Utrup
	Title CFO

[Signature Page 4 to Tenth Amendment]

U.S. BANK NATIONAL ASSOCIATION
By	/s/ Richard A. Clemmerson
	Title Assistant Vice President
In its individual corporate capacity and as Agent Address: 800 Nicollet Mall Minneapolis, MN 55402 Fax: 612-303-2258 Attention: Richard A. Clemmerson

[Signature Page 5 to Tenth Amendment]

COMERICA BANK
By	/s/ Illegible
	Title Vice President
Address: Comerica Tower 500 Woodward Avenue Detroit, Michigan 48226 Fax: 313-222-3389 Attention: Timothy J. Campbell

[Signature Page 6 to Tenth Amendment]

ASSOCIATED BANK, N.A.
By	/s/ Illegible
	Title Assistant Vice President
Address: 401 E. Kilbourn Avenue Suite 400 Milwaukee, WI 53202 Fax: 414-283-2300 Attention: Viktor Gottlieb E-mail: viktor.gottlieb@associatedbank.com

[Signature Page 7 to Tenth Amendment]

CITIZENS BANK OF PENNSYLVANIA
By	/s/ Illegible
	Title Vice President
Address: 525 William Penn Place Room 2910 Pittsburgh, PA 15219-1729 Fax: 412-552-6307

[Signature Page 8 to Tenth Amendment]

NATIONAL CITY BANK OF THE MIDWEST
By	/s/ Kenneth M. Blackwell
	Title Vice President
Address: 755 West Big Beaver Road; Locator R-J40-25C Troy, Michigan 48084 Fax: 248-729-8820 Attention: Kenneth M. Blackwell E-mail: Kenneth.blackwell@nationalcity.com

[Signature Page 9 to Tenth Amendment]

SUNTRUST BANK
By	/s/ William C. Humphries
	Title Managing Director
Address: 303 Peachtree Street 10th Floor, MC 1928 Atlanta, GA 30308 Fax: 404-658-5989 Attention: William Humphries, Managing Director E-mail: William.Humphries@suntrust.com

[Signature Page 10 to Tenth Amendment]

PNC BANK, NATIONAL ASSOCIATION
By	/s/ Illegible
	Title Vice President
Address: 201 East Fifth Street Cincinnati, OH 45202 Fax: 513-651-8951 Attention: Jeff Stein E-Mail: jeffrey.stein@pncbank.com

[Signature Page 11 to Tenth Amendment]

KEYBANK NATIONAL ASSOCIATION
By	/s/ Roger D. Campbell
	Title SVP
Address: 88 East Broad Street, 2nd Floor Columbus, Ohio 43215 Fax: 614-460-3469 Attention: Roger D. Campbell e-mail: Roger_campbell@keybank.com

[Signature Page 12 to Tenth Amendment]

LASALLE BANK NATIONAL ASSOCIATION
By	/s/ Ted Lape
	Title SVP
Address: LaSalle Bank N.A. One Columbus 10 W. Broad St., Suite 2250 Columbus, OH 43215-3418 Attention: Steven P. Shepard, Senior V.P. Fax: 614-225-1631

[Signature Page 13 to Tenth Amendment]

EX-10.2

Exhibit 10.2
Execution Copy

(U.S. Bank Letterhead)

August 16, 2007

Commercial Vehicle Group, Inc.
6530 West Campus Oval
New Albany, OH 43054

Attn: Chad Utrup

Re: Amendment and Waiver Letter (“Amendment and Waiver Letter”)

Dear Mr. Utrup:

     Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of August 10, 2004 between Commercial Vehicle Group, Inc. and the Subsidiary Borrowers from time to time parties thereto (the “Borrowers”) and U.S. Bank National Association (the “Agent”) and the Banks from time to time parties thereto (including the Agent, the “Banks”) (as amended, the “Loan Agreement”). Capitalized terms used herein without definition are used as defined in the Loan Agreement. Pursuant to the provisions of the Loan Agreement the Borrowers are subject to certain restrictions on Investments including intercompany loans, Investments in new Foreign Subsidiaries, and Permitted Acquisitions all as set out in the Loan Agreement. The Banks and the Borrowers have agreed to amend certain provisions of the Loan Agreement, including provisions to allow a certain Permitted Acquisition to occur on or about August 31, 2007, and in connection therewith the Borrowers and the Company may make certain intercompany loans, contributions to capital, and Investments in capital stock or mixed stock and indebtedness certificates in connection with such Permitted Acquisition some of the transfers of money or property for which have necessarily occurred prior to the date of such Permitted Acquisition.

I. Waivers

     The Banks hereby (i) waive any Default or Event of Default under the Loan Agreement in connection with the intercompany loans, contributions to capital, Investments in capital stock or mixed stock and indebtedness certificates in connection with such Permitted Acquisition that may occur prior to the date of such Permitted Acquisition (collectively, the “Intercompany Transaction”), (ii) consent to the Intercompany Transaction, and (iii) acknowledge that the Intercompany Transaction shall be permitted pursuant to Section 6.4(b) or 6.4(v), as applicable, of the Loan Agreement as amended. This waiver is limited to the express terms hereof and shall not extend to any other Defaults, Events of Default, or any other acquisitions other than the Permitted Acquisition referenced above. The Banks hereby reserve their rights with respect to any Defaults or Events of Default not covered by the express terms of this letter. This waiver is not, and shall not be deemed, a course of dealing or performance upon which the Borrowers may rely with respect to any other

Commercial Vehicle Group, Inc.
August 16, 2007
Page 2

Default, Event of Default or request for a waiver and the Borrowers, by acceptance hereof, hereby expressly waive any such claim.

II. Amendment to Loan Agreement

     The definition of “Permitted Acquisition” in Section 1.1 of the Loan Agreement is amended to read as follows:

     “Permitted Acquisition”: The Acquisition, the MWC Acquisition, and any other acquisition by the Company or any Subsidiary of stock or assets of Persons conducting businesses similar to those of the Company or such Subsidiary, as long as (a) the Agent and the Banks have been notified of such acquisition not less than 7 days prior to the consummation thereof and have been provided with such information as the Agent may reasonably request with respect to the acquired business, (b) both before and after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing, (c) the Company has demonstrated pro forma compliance with Sections 6.18, 6.19, 6.20 and 6.21 for the first four fiscal quarters ending after the closing of such acquisition, and (d) the total consideration paid by the Company or any Subsidiary in connection with such acquisitions does not exceed $40,000,000 in the aggregate in any fiscal year of the Company. For purposes of the foregoing, “total consideration” shall mean, without duplication, cash or other consideration paid, the fair market value of property or stock exchanged (or the face amount, if preferred stock), the total amount of any deferred payments or purchase money debt, all Indebtedness incurred to the seller, and the total amount of any Indebtedness or other acquisition-related obligations (including, without limitation, obligations pursuant to non-compete or consulting arrangements) assumed or undertaken in such transactions.

III. 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 and Waiver Letter, 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 (as amended hereby). The Borrowers represent and warrant that (i) the execution, delivery and performance of this Amendment and Waiver Letter is within their corporate powers and has been duly authorized by all necessary corporate action; (ii) this Amendment and Waiver Letter has been duly executed and delivered by the Borrowers and constitutes the legal, valid, and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with its terms (subject to limitations as to enforceability which might result from bankruptcy, insolvency, or other similar laws

Commercial Vehicle Group, Inc.
August 16, 2007
Page 3

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.

IV. 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 Waiver Letter, 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 Waiver Letter, which obligations of the Company shall survive any termination of the Loan Agreement.

     (b) This Amendment and Waiver Letter 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 and Waiver Letter 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 Waiver Letter 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 Waiver Letter 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.

     Please arrange for signature by the Borrowers, evidencing their agreement with the terms of this Amendment and Waiver Letter, in the appropriate places below and return the original signature pages to Richard A. Clemmerson at U.S. Bank National Association.

[the remainder of this page intentionally left blank]

U.S. BANK NATIONAL ASSOCIATION
By:	\s\ Richard A. Clemmerson
	Richard A. Clemmerson
Title Assistant Vice President

Address:

800 Nicollet Mall

Minneapolis, MN 55402

Fax: 612-303-2257

Attention: Richard A. Clemmerson

[Signature Page 1 to Waiver Letter]

COMERICA BANK
By	\s\ Timothy Campbell
Title Vice President

Address:

Comerica Tower

500 Woodward Avenue

Detroit, Michigan 48226

Fax: 313-222-3389

Attention: Timothy Campbell

[Signature Page 2 to Waiver Letter]

ASSOCIATED BANK, N.A.
By	\s\ Viktor Gottlieb
Title AVP

Address:

401 E. Kilbourn Avenue

Suite 400

Milwaukee, WI 53202

Fax: 414-283-2300

Attention: Viktor Gottlieb

E-mail: Viktor.gottlieb@associatedbank.com

[Signature Page 3 to Waiver Letter]

CITIZENS BANK OF PENNSYLVANIA
By	\s\ Clifford Mull
Title Vice President

Address:

525 William Penn Place

Room 2910

Pittsburgh, PA 15219-1729

[Signature Page 4 to Waiver Letter]

NATIONAL CITY BANK OF THE MIDWEST
By	\s\ Kenneth M. Blackwell
Title Vice President

Address:

755 West Big Beaver Road; Locator R-J40-25C

Troy, Michigan 48084

Fax: 248-729-8820

Attention: Kenneth M. Blackwell

E-mail: Kenneth.blackwell@nationalcity.com

[Signature Page 5 to Waiver Letter]

SUNTRUST BANK
By	\s\ William C. Humphries
Title Managing Director

Address:

303 Peachtree Street

10^th Floor, MC 1928

Atlanta, GA 30308

Fax: 404-658-5989

Attention: William Humphries, Managing Director

E-mail: William.Humphries@suntrust.com

[Signature Page 6 to Waiver Letter]

PNC BANK, NATIONAL ASSOCIATION
By	\s\ C. Randell Kron
Title Vice President

Address:

201 East Fifth Street

Cincinnati, OH 45202

Fax: 513-651-8951

Attention: Jeff Stein

E-Mail: jeffrey.stein@pncbank.com

[Signature Page 7 to Waiver Letter]

KEYBANK NATIONAL ASSOCIATION
By	\s\ Roger D. Campbell
Title SVP

Address:

88 East Broad Street, 2^nd Floor

Columbus, Ohio 43215

Fax: 614-460-3469

Attention: Roger D. Campbell

e-mail: Roger_campbell@keybank.com

[Signature Page 8 to Waiver Letter]

LASALLE BANK NATIONAL ASSOCIATION
By	\s\ Ted Lape
Title SVP

Address:

LaSalle Bank N.A.

One Columbus

10 W. Broad St., Suite 2250

Columbus, OH  43215-3418

Attention: Steven P. Shepard, Senior V.P.

Fax:  614-225-1631

[Signature Page 9 to Waiver Letter]

COMMERCIAL VEHICLE GROUP, INC.
By	\s\ Chad M. Utrup
Title CFO

Address:
6530 Campus Way
New Albany, Ohio 43054
Fax: (614) 289-5371
Attention: Jeff Vogel

SPRAGUE DEVICES, INC. (formerly COMMERCIAL VEHICLE SYSTEMS, INC.)
By	\s\ Chad M. Utrup
Title CFO
NATIONAL SEATING COMPANY
By	\s\ Chad M. Utrup
Title CFO
TRIM SYSTEMS OPERATING CORP.
By	\s\ Chad M. Utrup
Title CFO
CVS HOLDINGS, INC.
By	\s\ Chad M. Utrup
Title CFO

[Signature Page 10 to Waiver Letter]

TRIM SYSTEMS, INC.
By	\s\ Chad M. Utrup
Title CFO
MAYFLOWER VEHICLE SYSTEMS, LLC
By	\s\ Chad M. Utrup
Title CFO
CVG MANAGEMENT CORPORATION
By	\s\ Chad M. Utrup
Title CFO
MONONA CORPORATION
By	\s\ Chad M. Utrup
Title CFO
MONONA WIRE CORPORATION
By	\s\ Chad M. Utrup
Title CFO
MONONA (MEXICO) HOLDINGS, LLC
By	\s\ Chad M. Utrup
Title CFO

[Signature Page 11 to Waiver Letter]

CABARRUS PLASTICS, INC.
By	\s\ Chad M. Utrup
Title CFO
CVG EUROPEAN HOLDINGS, LLC
By	\s\ Chad M. Utrup
Title CFO

[Signature Page 12 to Waiver Letter]

EX-10.3

Exhibit 10.3

Contact:	Chad M. Utrup, CFO
	Commercial Vehicle Group, Inc.
	(614) 289-5360

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP ANNOUNCES ACQUISITION OF PEKM

NEW ALBANY, OHIO, October 1, 2007 — Commercial Vehicle Group, Inc. (Nasdaq: CVGI) announced today that it has acquired all of the outstanding common stock of PEKM Kabeltechnik s.r.o. (“PEKM”), an electronic wire harness manufacturer primarily for the commercial truck market, from the Prettl Group, a family-owned international organization headquartered in Germany. PEKM has two operating facilities in Liberec, Czech Republic and one operating facility in Kamyanets-Podilsky, Ukraine.

“This acquisition further expands our global footprint and provides us with a new customer base outside of North America in our key end markets,” said Mervin Dunn, president and chief executive officer of Commercial Vehicle Group. “With its wide variety of wiring harness products, PEKM compliments our existing product offering and provides us with another well-positioned platform to continue our global expansion and sourcing efforts,” added Dunn.

PEKM provides products to a variety of customers, including MAN, Daimler Chrysler (Mercedes) and Skoda, and delivers its products primarily to the central, eastern and western European regions. Total cash consideration for the transaction was approximately $21.1 million. The acquisition of PEKM is expected to be neutral to the Company’s diluted earnings per share for the remainder of 2007 and accretive by approximately $0.03 per diluted share for the full year 2008.

For the period of October 1, 2007 to December 31, 2007, the Company expects PEKM revenues to be in the range of $13.0 million, operating income in the range of $0.6 million and depreciation in the range of $0.2 million. For the full year 2008, the Company expects PEKM revenues to be in the range of $64.0 million, operating income in the range of $2.4 million and depreciation in the range of $1.0 million.

“In addition to PEKM’s technical and manufacturing expertise, the opportunities for expansion and growth in these regions and end markets make this an exciting acquisition for us,” said Chad M. Utrup, chief financial officer of Commercial Vehicle Group. “We have already identified additional opportunities for our construction market wiring harness products to be manufactured in the central and eastern European region and PEKM provides us with the ability to capitalize on these opportunities while avoiding significant startup costs. These opportunities are expected to start in early 2008 and are included in our 2008 estimates for PEKM. We look forward to working with PEKM’s employees, customers and suppliers as we move forward,” added Utrup.

(more)

Rolf Prettl, chief executive officer and president of the Prettl Group remarked, “CVG was a natural partner for this transaction with their global capabilities and commitment to their customers and end markets. We believe the CVG/PEKM combination strongly enhances PEKM’s ability to compete in the global markets and CVG has a good long-term strategy for the future.”

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group is a leading supplier of fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agriculture market and the specialty and military transportation markets. The Company’s products include suspension seat systems, interior trim systems, such as instrument and door panels, headliners, molded products, cabinetry and floor systems, cab structures and components, mirrors, wiper systems, electronic wiring harness assemblies and controls and switches specifically designed for applications in commercial vehicle cabs. The Company is headquartered in New Albany, OH with operations throughout North America, Europe and Asia. Information about the Company and its products is available on the internet at www.cvgrp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) the Company’s ability to develop or successfully introduce new products; (ii) risks associated with conducting business in foreign countries and currencies; (iii) general economic or business conditions affecting the markets in which the Company serves; (iv) increased competition in the heavy-duty truck market; (v) the Company’s failure to complete or successfully integrate additional strategic acquisitions; and (vi) various other risks as outlined in the Company’s SEC filings. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

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