exv10w2

COMERICA BANK

\s\ Timothy Campbell

Title Vice President

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]


		Address:
		Comerica Tower
		500 Woodward Avenue
		Detroit, Michigan 48226
		Fax: 313-222-3389
		Attention: Timothy Campbell

[Signature Page 2 to Waiver Letter]


		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]


		Address:
		525 William Penn Place
		Room 2910
		Pittsburgh, PA 15219-1729

[Signature Page 4 to Waiver Letter]


		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]


		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]


		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]


		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]


		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]

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]