Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Credit Agreement



On May 12, 2022, Commercial Vehicle Group, Inc. (the "Company") and certain of
its subsidiaries entered into a second amendment (the "Amendment") to its credit
agreement (as so amended, the "Amended Credit Agreement") between, among others,
Bank of America, N.A. as administrative agent (the "Administrative Agent") and
other lenders party thereto (the "Lenders") pursuant to which the Lenders
upsized the existing term loan facility to $175 million in aggregate principal
amount (the "Term Loan Facility") and increased the revolving credit facility
commitments by $25 million to an aggregate of $150 million in revolving credit
facility commitments (the "Revolving Credit Facility" and together with the Term
Loan Facility, the "Credit Facilities"). Subject to the terms of the Amended
Credit Agreement, the Revolving Credit Facility includes a $10 million swing
line sublimit and a $10 million letter of credit sublimit. The Amended Credit
Agreement provides for an incremental term facility agreement and/or an increase
of the Revolving Credit Facility (together, the "Incremental Facilities"), in a
maximum aggregate amount of (a) up to the date of receipt of financial
statements for the fiscal quarter ending June 30, 2022, $75 million, and (b)
thereafter, (i) $75 million less the aggregate principal amount of Incremental
Facilities incurred before such date, plus (ii) an unlimited amount if the pro
forma consolidated total leverage ratio (assuming the Incremental Facilities are
fully drawn) is less than 2.50:1.0. The Credit Facilities mature on May 12, 2027
(the "Maturity Date").

The proceeds of the Credit Facilities will be used, together with cash on hand
of the Company, to (a) pay transaction costs, fees and expenses incurred in
connection therewith and in connection with the Amended Credit Agreement and (b)
for working capital and other lawful corporate purposes of the Company and its
subsidiaries.

Interest Rates and Fees

Amounts outstanding under the Credit Facilities and the commitment fee payable
in connection with the Credit Facilities accrue interest at a per annum rate
equal to (at the Company's option) the base rate or the Term SOFR (including a
credit spread adjustment) plus a rate which will vary according to the
Consolidated Total Leverage Ratio as set forth in the most recent compliance
certificate received by the Administrative Agent, as set out in the following
table:

                        Consolidated Total
  Pricing Tier            Leverage Ratio             Commitment Fee

Letter of Credit Fee Term SOFR Loans Base Rate Loans


        I                 > 3.50 to 1.0                   0.35%                     2.75%                     2.75%                   1.75%
                        < 3.50 to 1.0 but
       II                 > 2.75 to 1.0                   0.30%                     2.50%                     2.50%                   1.50%
                        < 2.75 to 1.0 but
       III                > 2.00 to 1.0                   0.25%                     2.25%                     2.25%                   1.25%
                        < 2.00 to 1.0 but
       IV                 > 1.50 to 1.0                   0.20%                     2.00%                     2.00%                   1.00%
        V                 < 1.50 to 1.0                   0.15%                     1.75%                     1.75%                   0.75%


Guarantee and Security

All obligations under the Amended Credit Agreement and related documents are
unconditionally guaranteed by each of the Company's existing and future direct
and indirect wholly owned material domestic subsidiaries, subject to certain
exceptions (the "Guarantors"). All obligations of the Company under the Amended
Credit Agreement and the guarantees of those obligations are secured by a first
priority pledge of substantially all of the assets of the Company and of the
Guarantors, subject to certain exceptions. The property pledged by the Company
and the Guarantors includes a first priority pledge of all of the equity
interests owned by the Company and the Guarantors in their respective domestic
subsidiaries and a first priority pledge of the equity interests owned by the
Company and the Guarantors in certain foreign subsidiaries, in each case,
subject to certain exceptions.

Covenants and Other Terms



The Amended Credit Agreement contains customary restrictive covenants,
including, without limitation, limitations on the ability of the Company and its
subsidiaries to incur additional debt and guarantees; grant certain liens on
assets; pay dividends or make certain other distributions; make certain
investments or acquisitions; dispose of certain assets; make payments on certain
indebtedness; merge, combine with any other person or liquidate; amend
organizational documents; make material changes in accounting treatment or
reporting practices; enter into certain restrictive agreements; enter into
certain hedging agreements; engage in transactions with

--------------------------------------------------------------------------------

affiliates; enter into certain employee benefit plans; make acquisitions; and other matters customarily included in senior secured loan agreements.



The Amended Credit Agreement also contains customary reporting and other
affirmative covenants, as well as customary events of default, including,
without limitation, nonpayment of obligations under the Credit Facilities when
due; material inaccuracy of representations and warranties; violation of
covenants in the Amended Credit Agreement and certain other documents executed
in connection therewith; breach or default of agreements related to material
debt; revocation or attempted revocation of guarantees; denial of the validity
or enforceability of the loan documents or failure of the loan documents to be
in full force and effect; certain material judgments; certain events of
bankruptcy or insolvency; certain Employee Retirement Income Securities Act
events; and a change in control of the Company. Certain of the defaults are
subject to exceptions, materiality qualifiers, grace periods and baskets
customary for credit facilities of this type.

The Amended Credit Agreement includes (a) a minimum consolidated fixed charge
coverage ratio of 1.20:1.0, and (b) a maximum consolidated total leverage ratio
of 3.75:1.0 (which will be subject to step-downs to 3.50:1.0 at the end of the
fiscal quarter ending March 31, 2023; to 3.25:1.0 at the end of the fiscal
quarter ending June 30, 2023; and to 3.00:1.0 for each fiscal quarter on and
after the fiscal quarter ending September 30, 2023).

Repayment and prepayment



The Amended Credit Agreement requires the Company to make quarterly amortization
payments to the Term Loan Facility at an annualized rate of the loans under the
Term Loan Facility for every year as follows: 5.0%, 7.5%, 10.0%, 12.5% and 15%.
The Amended Credit Agreement also requires all outstanding amounts under the
Credit Facilities to be repaid in full on the Maturity Date.

The Amended Credit Agreement requires mandatory prepayments from the receipt of
proceeds of dispositions or debt issuance, subject to certain exceptions and
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.



On May 18, 2022, the Company issued a press release announcing the
aforementioned transactions described above. A copy of this press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibit


Exhibit No.            Description
  10.1                 Second Amendment dated May 12, 2022 to the Credit

Agreement, dated as of April


                       30, 2021 between, among others, the Company, Bank of America, N.A. as
                       administrative agent and other lenders party thereto.
  99.1                 Press release of the Company May 18, 2022.











--------------------------------------------------------------------------------

Cautionary Note Regarding Forward-Looking Information



This Current Report on Form 8-K contains forward-looking statements that are
subject to risks and uncertainties. These statements often include words such as
"believe", "anticipate", "plan", "expect", "intend", "will", "should", "could",
"would", "project", "continue", "likely", and similar expressions. In
particular, this Current Report (including the press release furnished herein)
may contain forward-looking statements about the Company's expectations for
future periods with respect to its plans to improve financial results, the
future of the Company's end markets, including the short-term and long-term
impact of the COVID-19 pandemic on our business, changes in the Class 8 and
Class 5-7 North America truck build rates, performance of the global
construction equipment business, the Company's prospects in the wire harness,
warehouse automation and electric vehicle markets, the Company's initiatives to
address customer needs, organic growth, the Company's strategic plans and plans
to focus on certain segments, completion faced the Company, volatility in and
disruption to the global economic environment and the Company's financial
position or other financial information. These statements are based on certain
assumptions that the Company has made in light of its experience 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 those included in the
Company's filings with the SEC. 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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses