10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2004

Commission file number: 000-50890

Commercial Vehicle Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	41-1990662
(State of Incorporation)	(I.R.S. Employer Identification No.)
6530 West Campus Way New Albany, Ohio (Address of Principal Executive Offices)	43054 (Zip Code)

Registrant’s telephone number, including area code:

(614) 289-5360

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ

      The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2004 is not applicable as no public market existed on that date for the voting and non-voting common equity of the Registrant.

      Information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant’s Proxy Statement for its annual meeting to be held May 23 Open, 2005 (the “2005 Proxy Statement”).

COMMERCIAL VEHICLE GROUP, INC.

Annual Report on Form 10-K

Table of Contents

		Page
PART I
Item 1.	Business		2
Item 2.	Properties		18
Item 3.	Legal Proceedings		19
Item 4.	Submission of Matters to a Vote of Security Holders		19
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		19
Item 6.	Selected Financial Data		20
Item 7.	Management’s Discussion and Analysis of Results of Operations and Financial Condition		23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		33
Item 8.	Financial Statements and Supplementary Data		35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A.	Control and Procedures		60
Item 9B.	Other Information		60
PART III
Item 10.	Directors and Executive Officers of the Registrant		60
Item 11.	Executive Compensation		62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters		62
Item 13.	Certain Relationships and Related Transactions		62
Item 14.	Controls and Procedures		62
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		62
Signatures			67
Agreement of Purchase and Sale
1st Amendment to Revolving Credit and Term Loan Agreement
2nd Amendment to Revolving Credit and Term Loan Agreement
Form of Grant of Nonqualified Stock Option
Subsidiaries
Consent of Deloitte & Touche LLP
Certification by Mervin Dunn, President and CEO
Certification by Chad M. Utrup, VP of Finance and CFO
Certification Pursuant to 18 U.S.C. Section 1350
Certification Pursuant to 18 U.S.C. Section 1350

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PART I

Item 1. Business

(a) Description of Business

General

      Commercial Vehicle Group, Inc. (a Delaware corporation) and its subsidiaries (collectively referred to as “CVG”), is a leading supplier of interior systems, vision safety solutions and other cab-related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets. As a result of our strong leadership in cab-related products and systems, we are positioned to benefit from the increased focus of our customers on cab design and comfort to better serve their end user, the driver. Our products include suspension seat systems, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors, wiper systems, controls and switches specifically designed for applications in commercial vehicle cabs. We are differentiated from suppliers to the automotive industry by our ability to manufacture low volume customized products on a sequenced basis to meet the requirements of our customers. As a result of our high-quality, innovative products, well-recognized brand names and customer service, a majority of the largest 100 fleet operators specifically request our products. We believe that we have the number one or two position in all of our major markets and that we are the only supplier in the North American commercial vehicle market that can offer complete interior systems including seats, interior trim and flooring.

      We offer a broad range of products and system solutions for a variety of end market vehicle applications. Over 53% of our 2004 sales were to the heavy-duty truck OEMs, with Freightliner (DaimlerChrysler), PACCAR, International (Navistar) and Volvo/ Mack, together with their respective service organizations. In total, approximately 72% of our sales are in North America, with the balance in Europe and Asia.

      Since 2000, we have been able to improve our operating margins each year despite the cyclical downturn in our end markets. In our largest market, the North American heavy-duty (Class 8) truck market, vehicle unit build rates declined from 332,600 units in 1999 to a low of 146,000 units in 2001, rebounding to approximately 261,000 units in 2004. Demand for commercial vehicles improved in 2004 due to a variety of factors, including a broad economic recovery in North America, the need to replace aging truck fleets as a result of under-investment, increasing freight volumes and improving hauler profits. According to ACT Research, the North American heavy-duty (Class 8) unit build rates are expected to grow from 176,700 in 2003 to over 300,000 in 2006.

Competitive Strengths

      We believe that our competitive strengths include the following:

      Leading Market Positions and Brands. We believe that we are the leading supplier of seating systems and interior trim products and the second largest supplier of wiper systems and mirrors for the North American commercial vehicle market. We believe that we are the largest global supplier of construction vehicle seating systems based upon the amount of our revenue derived from sales to this market. Our products are marketed under brand names that are well known by our customers and truck fleet operators. These brands include KAB Seating, National Seating, Trim Systems, Sprague Devices, Sprague Controls, Prutsman^tm, Moto Mirror^tm and RoadWatch®.

      Comprehensive Cab Product and Interior System Solutions. We believe that we offer the broadest product range of any commercial vehicle interior supplier. We manufacture approximately 50 product categories, many of which are critical to the interior subsystems of a commercial vehicle cab. We also utilize a variety of different processes, such as urethane molding, vacuum forming and “twin shell” vacuum forming, that enable us to meet each customer’s unique styling and cost requirements. The breadth of our product offering enables us to provide a “one-stop shop” for our customers, who

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increasingly require complete cab solutions from a single supply source. As a result, we believe that we have a substantial opportunity for further customer penetration through cross-selling initiatives and by bundling our products to provide complete system solutions.

      End-User Focused Product Innovation. A key trend in the commercial vehicle market is that OEMs are increasingly focused on cab design and comfort to better serve their end user, the driver, and our customers are seeking suppliers that can provide product innovation. We have a full service engineering and product development organization that proactively presents solutions to OEMs to meet these needs and enables us to increase our overall content on current platforms and models. Examples of our recent innovations that will result in better cost and performance parameters for our customers include: a new high performance air suspension seating system; the back cycler mechanism designed to reduce driver fatigue; the RoadWatch® system installed in a mirror base to detect road surface temperature; an aero-molded mirror; and a low-weight, cost effective tubular wiper system design.

      Flexible Manufacturing Capabilities. Because commercial vehicle OEMs permit their customers to select from an extensive menu of cab options, our customers frequently request modified products in low volumes within a limited time frame. We have a highly variable cost structure and can efficiently leverage our flexible manufacturing capabilities to provide low volume, customized products to meet each customer’s styling, cost and “just-in-time” delivery requirements. We have a network of 12 manufacturing locations in North America and Europe and are among the first commercial vehicle suppliers to establish operations in China. Our facilities are located near our customers to reduce distribution costs and to maintain a high level of customer service and flexibility.

      Strong Relationships with Leading Customers and Major Fleets. Because of our comprehensive product offerings, leading brand names and product innovation, we believe we are an important long-term supplier to all of the leading Class 8 truck manufacturers in North America and also a global supplier to leading construction customers such as Caterpillar, Komatsu and Volvo. In addition, through our sales and engineering forces, we maintain active relationships with the major truck fleet organizations that are end users of our products such as Yellow Freight, Swift Transportation, Schneider National and Ryder Leasing. As a result of our high-quality, innovative products, well-recognized brand names and customer service, a majority of the largest 100 fleet operators specifically request our products.

      Proven Management Team. Our management team is highly respected within the commercial vehicle market, and our senior managers have an average of 20 years of experience in the industry. We believe that our team has substantial depth in critical operational areas and has demonstrated success in reducing costs, integrating business acquisitions and improving processes through cyclical periods.

Business Strategy

      In addition to capitalizing on expected growth in our end markets, our primary growth strategies are as follows:

      Increase Content, Expand Customer Penetration and Leverage System Opportunities. We are the only integrated commercial vehicle supplier that can offer complete interior systems. We are focused on securing additional sales from our existing customer base, and we actively cross-market a diverse portfolio of products to our customers to increase our content on the cabs manufactured by these OEMs. To complement our North American capabilities and enhance our customer relationships, we are working with OEMs as they increase their focus on international markets. We are one of the first commercial vehicle suppliers to establish operations in China and are aggressively working to secure new business from both existing customers with Chinese manufacturing operations and Chinese OEMs. We believe we are well positioned to capitalize on the migration by OEMs in the heavy truck and commercial vehicle sector towards commercial vehicle suppliers that can offer a complete interior system.

      Leverage Our New Product Development Capabilities. During the recent downturn, we invested significantly in our engineering capabilities and new product development in order to anticipate the evolving demands of our customers and end users. For example, we recently introduced a new wiper

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system utilizing a tubular linkage system with a single motor that operates both wipers, reducing the cost, space and weight of the wiper system. Also, we believe that our new high performance seat should enable us to capture additional market share in North America and provide us with opportunities to market this seat on a global basis. We will continue to design and develop new products that add or improve content and increase cab comfort and safety.

      Capitalize on Operating Leverage. We continuously seek ways to lower costs, enhance product quality, improve manufacturing efficiencies and increase product throughput. Over the past three years, we realized operating synergies with the integration of our sales, marketing and distribution processes; reduced our fixed cost base through the closure and consolidation of several manufacturing and design facilities; and have begun to implement our Lean Manufacturing and Total Quality Production Systems (TQPS) programs. We believe our ongoing cost saving initiatives and the establishment of our sourcing relationships in China will enable us to continue to lower our manufacturing costs. As a result, we are well positioned to grow our operating margins and capitalize on any volume increases in the heavy truck sector with minimal additional capital expenditures.

      Grow Sales to the Aftermarket. While the average life of a commercial vehicle is approximately six years, certain components, such as seats, wipers and mirrors, are replaced more frequently. We believe that there are opportunities to leverage our brand recognition to increase our sales to the replacement aftermarket. Since many aftermarket participants are small and locally focused, we plan to leverage our national scale to increase our market share in the fragmented aftermarket.

      Pursue Strategic Acquisitions. We will selectively pursue complementary strategic acquisitions that allow us to leverage the marketing, engineering and manufacturing strengths of our business and expand our sales to new and existing customers. The markets in which we operate are highly fragmented and provide ample consolidation opportunities.

Recent Acquisitions

      On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations (“MVS”). MVS, whose products include frames and assemblies, sleeper boxes and other structural components, was the only non-captive producer of complete truck cabs for the commercial vehicle sector and has full service engineering and development capabilities. MVS customers include International, Volvo/ Mack and Freightliner. The acquisition of MVS adds manufacturing facilities in Norwalk and Shadyside, Ohio and Kings Mountain, North Carolina and a technical facility in the Detroit, Michigan area to the Company’s operations. The acquisition of MVS was financed by an increase and amendment to our senior credit facility.

Products

      We offer OEMs a broad range of products and system solutions for a variety of end market vehicle applications that include local and long-haul commercial truck, bus, construction and agricultural, end market industrial, marine, municipal and recreation. Fleets and OEMs are increasing their focus on cabs and their interiors to differentiate products and improve driver comfort and retention. We manufacture approximately 50 product categories, many of which are critical to the interior subsystems of a commercial vehicle cab. Although a portion of our products are sold directly to OEMs as finished components, we use most of our products to produce “systems” or “subsystems,” which are groups of component parts located throughout the vehicle that operate together to provide a specific vehicle function. Systems currently produced by us include seating, trim, body panels, storage cabinets, floor covering, mirrors, windshield wipers, headliners, window lifts, door locks and temperature measurement. We classify our products into three general categories: seats and seating systems, trim systems and components and mirrors, wipers and controls.

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      The following table shows the percentage of sales from our principal product categories in 2004:

Product Category
Seats and Seating Systems		53%
Trim Systems and Components		28%
Mirrors, Wipers and Controls		19%
	Total	100%

      Set forth below is a brief description of our products and their applications:

      Seats and Seating Systems. We design, engineer and produce seating systems primarily for Class 8 heavy trucks in North America and for commercial vehicles used in the construction and agricultural industries through our European operations. For the most part, our seats and seating systems are fully-assembled and ready for installation when they are delivered to the OEM. We offer a wide range of seats that include air suspension seats, static seats, passenger seats, bus seats and rail car seats. As a result of our strong product design and product technology, we are a leader in designing seats with convenience features and enhanced safety. Seats and seating systems are the most complex and highly specialized products of our three product categories.

      Class 8 Heavy Trucks. We produce seats and seating systems for Class 8 heavy trucks in our North American operations. Our Class 8 heavy truck seating systems are designed to achieve maximum driver comfort by adding a wide range of manual and power features such as lumbar supports, cushion and back bolsters and leg and thigh supports. Our Class 8 heavy truck seats are highly specialized based on a variety of different seating options offered in OEM product lines. Our seats are built to customer specifications in low volumes and consequently are produced in numerous combinations with a wide range of price points. There are approximately 350 parts in each seat, resulting in approximately 2.5 million possible seat combinations. Adding features to a standard seat is the principal way to increase pricing, and the price of one seat can range from $180 for a standard suspension seat to over $400 for an air seat with enhanced features.

      We differentiate our seats from our competitors’ seats by focusing on three principal goals: driver comfort, driver retention and decreased workers’ compensation claims. Drivers of Class 8 heavy trucks recognize and are often given the opportunity to specify their choice of seat brands, and we strive to develop strong customer loyalty both at the commercial vehicle OEMs and among the drivers. We believe that we have superior technology and can offer a unique seat base that is ergonomically designed, accommodates a range of driver sizes and absorbs shock to maximize driver comfort. We recently introduced the “Back Cycler” seat mechanism to reduce driver fatigue and a new high performance air suspension seat system.

      Other Commercial Vehicles. We produce seats and seating systems for commercial vehicles used in the global construction and agricultural, bus, commercial transport and municipal industries. The principal focus of these seating systems is durability. These seats are ergonomically designed for difficult working environments, to provide comfort and control throughout the range of seats and chairs.

      Other Seating Products. Our European operations also manufacture office seating products. Our office chair was developed as a result of our experience supplying chairs for the heavy truck, agricultural and construction industry and is fully adjustable to maximize comfort at work. Our office chairs are available in a wide variety of colors and fabrics to suit many different office environments, such as emergency services, call centers, receptions, studios, boardrooms and general office.

      Trim Systems and Components. We design, engineer, and produce trim systems and components for the interior cabs of commercial vehicles. Our interior trim products are designed to provide a comfortable interior for the vehicle occupants as well as a variety of functional and safety features. The wide variety of features that can be selected by the Class 8 heavy truck customer makes trim systems and components a complex and highly specialized product category. For example, a sleeper cab can contain three times as

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many trim components as a day cab, and can cost, on average, over $900 for a fully loaded sleeper cab as compared to $260 for an average day cab. Set forth below is a brief description of our principal trim systems and components:

      Trim Products. Our trim products include A-Pillars, B-Pillars, door panels and interior trim panels. Door panels consist of several component parts that are attached to a substrate. Specific components include vinyl or cloth-covered appliqués, armrests, radio speaker grilles, map pocket compartments, carpet and sound-reducing insulation. In addition, door panels often incorporate electronic and electrical distribution systems and products, including lock and latch, window glass, window regulators and audio systems as well as wire harnesses for the control of power seats, windows, mirrors and door locks. Our products are attractive, lightweight solutions from a traditional cut and sew approach to a contemporary “molded” styling theme. The parts can be color matched or top good wrapped to integrate seamlessly with the rest of the interior. We recently developed a one-step “twin shell” vacuum forming process for flooring systems and headliners.

      Instrument Panels. We produce and assemble instrument panels that can be integrated with the rest of the interior trim. The instrument panel is a complex system of coverings and foam, plastic and metal parts designed to house various components and act as a safety device for the vehicle occupant.

      Body Panels (Headliners/ Wall Panels). Headliners consist of a substrate and a finished interior layer made of fabrics and materials. While headliners are an important contributor to interior aesthetics, they also provide insulation from road noise and can serve as carriers for a variety of other components, such as visors, overhead consoles, grab handles, coat hooks, electrical wiring, speakers, lighting and other electronic and electrical products. As the amount of electronic and electrical content available in vehicles has increased, headliners have emerged as an important carrier of electronic features such as lighting systems.

      Storage Systems. Our modular storage units and custom cabinetry are designed to improve comfort and convenience for the driver. These storage systems are designed to be integrated with the interior trim. These units may be easily expanded and customized with features that include refrigerators, sinks and water reservoirs. Our storage systems are constructed with durable materials and designed to last the life of the vehicle.

      Floor Covering Systems. We have an extensive and comprehensive portfolio of floor covering systems and dash insulators. Carpet flooring systems generally consist of tufted or non-woven carpet with a thermoplastic backcoating which, when heated, allows the carpet to be fitted precisely to the interior or trunk compartment of the vehicle. Additional insulation materials are added to minimize noise, vibration and harshness. Non-carpeted flooring systems, used primarily in commercial and fleet vehicles, offer improved wear and maintenance characteristics. The dash insulator separates the passenger compartment from the engine compartment and prevents engine noise and heat from entering the passenger compartment.

      Sleeper Bunks. We offer a wide array of design choices for upper and lower sleeper bunks for heavy trucks. All parts of our sleeper bunks can be integrated to match the rest of the interior trim. Our sleeper bunks arrive at OEMs fully assembled and ready for installation.

      Grab Handles and Armrests. Our grab handles and armrests are designed and engineered with specific attention to aesthetics, ergonomics and strength. Our T-Skin^tm product uses a wide range of inserts and substrates for structural integrity. The integral skin urethane offers a soft touch and can be in-mold coated to specific colors.

      Bumper Fascias and Fender Covers. Our highly durable, lightweight bumper fascias and fender covers are capable of withstanding repeated impacts that would deform an aluminum or steel bumper. We utilize a production technique that chemically bonds a layer of paint to the part after it has been molded, thereby enabling the part to keep its appearance even after repeated impacts.

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      Privacy Curtains. We produce privacy curtains for use in sleeper cabs. Our privacy curtains include features such as integrated color matching of both sides of the curtain, choice of cloth or vinyl, full “black out” features and low-weight.

      Sun Visors. Our sun visors are fully integrated for multi access mounting and pivot hardware. Our sun visor system includes multiple options such as mirrors, map pockets and different options for positioning. We use low pressure injection molding to produce our premium sun visors with a simulated grain texture.

      Mirrors, Wipers and Controls. We design, engineer and produce a wide range of mirrors, wipers and controls used in commercial vehicles. Set forth below is a brief description of our principal products in this category:

      Mirrors. We offer a wide range of round, rectangular, motorized and heated mirrors and related hardware, including brackets, braces and side bars. Most of our mirror designs utilize stainless steel pins, fasteners and support braces to ensure durability. We have recently introduced both road and outside temperature devices that are integrated into the mirror face or the vehicle’s dashboard through our Road Watch® family of products. These systems are principally utilized by municipalities throughout North America to monitor surface temperatures and assist them in dispersing chemicals for snow and ice removal. We have recently introduced a new lower-cost system for use in long-haul commercial trucks and mission critical vehicles such as ambulances. We have also recently introduced a new molded aerodynamic mirror that is integrated into the truck’s exterior.

      Windshield Wiper Systems. We offer application-specific windshield wiper systems and individual windshield wiper components for all segments of the commercial vehicle market. Our windshield wiper systems are generally delivered to the OEM fully assembled and ready for installation. A windshield wiper system is typically comprised of a pneumatic electric motor, linkages, arms, wiper blades, washer reservoirs and related pneumatic or electric pumps. We also produce air-assisted washing systems for headlights and cameras to assist drivers with visibility for safe vehicle operation. These systems utilize window wash fluid and air to create a turbulent liquid/air stream that removes road grime from headlights and cameras. We offer an optional programmable washing system that allows for periodic washing and dry cycles for maximum safety. We have recently introduced a new low-weight, cost effective tubular wiper system design.

      Controls. We offer a range of controls and control systems that includes a complete line of window lifts and door locks, mechanic, pneumatic, electrical and electronic HVAC controls and electric switch products. We specialize in air-powered window lifts and door locks, which are highly reliable and cost effective as compared to similar products powered by electricity. We also offer a variety of electric window lifts and door locks.

Customers and Marketing

      We sell our products principally to the commercial vehicle OEM market. Approximately 75% of our 2004 sales were derived from sales to commercial vehicle OEMs, with the remainder derived principally from aftermarket sales.

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      We supply our products primarily to heavy truck OEMs, the aftermarket and OEM service segment and other commercial vehicle OEMs. The following is a summary of our sales by end-user market segment in 2004:

End-User Market
Heavy Truck OEM		54	%
Aftermarket and OEM Service		25
Construction		18
Bus		2
Other		1
	Total	100	%

      Our principal customers in the OEM market include Freightliner, International, PACCAR and Volvo/ Mack. We believe we are an important long-term supplier to all leading Class 8 truck manufacturers in North America because of our comprehensive product offerings, leading brand names and product innovation. In our European operations, our principal customers include Volvo, CNH Global (Case New Holland), Komatsu and Caterpillar. We also sell our trim products to OEMs in the marine and recreational vehicle industries and seating products to office product manufacturers principally in Europe.

      The following is a summary of our significant OEM customers in 2004:

Customer
PACCAR		28	%
Freightliner		17
International		9
Volvo/ Mack		6
Caterpillar		5
Komatsu		3
Other		32
	Total	100	%

Except as set forth in the above table, no other customer accounted for more than 10% of our revenues in 2004.

      Primarily as a result of our European operations, we derived approximately 28% of our sales from outside of North America in 2004. Our European operations currently serve customers located in Europe and Asia.

      Our OEM customers generally source business to us pursuant to written contracts, purchase orders or other firm commitments in terms of price, quality, technology and delivery. Awarded business generally covers the supply of all or a portion of a customer’s production and service requirements of a particular product program rather than the supply of a specific quantity of products. In general, these contracts, purchase orders and commitments provide that the customer can terminate the contract, purchase order or commitment if we do not meet specified quality and delivery requirements. Such contracts, purchase orders or other firm commitments generally extend for the entire life of a platform, which is typically five to seven years. Although these contracts, purchase orders or other commitments may be terminated at any time by our customers (but not by us), such terminations have been minimal and have not had a material impact on our results of operations. In order to reduce our reliance on any one vehicle model, we produce products for a broad cross-section of both new and more established models.

      Our contracts with our major OEM customers generally provide for an annual productivity cost reduction. These reductions are calculated on an annual basis as a percentage of the previous year’s

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purchases by each customer. The reduction is achieved through engineering changes, material cost reductions, logistics savings, reductions in packaging cost and labor efficiencies. Historically, most of these cost reductions have been offset by both internal reductions and through the assistance of our supply base, although no assurances can be given that we will be able to achieve such reductions in the future. If the annual reduction targets are not achieved then the difference is recovered through price reductions. Our cost structure is comprised of a high percentage of variable costs that provides us with additional flexibility during economic cycles.

      Our sales and marketing efforts with respect to our OEM sales are designed to create overall awareness of our engineering design and manufacturing capabilities and to enable us to be selected to supply products for new and redesigned models of our OEM customers. Our sales and marketing staff works closely with our design and engineering personnel to prepare the materials used for bidding on new business as well as to provide a consistent interface between us and our key customers. Most of our sales and marketing personnel have engineering backgrounds which enable them to participate in the design and engineering aspects of acquiring new business as well as ongoing customer service. We currently have sales and marketing personnel located in every major region in which we operate. From time to time, we also participate in industry trade shows and advertise in industry publications. One of our ongoing initiatives is to negotiate and enter into long term supply agreements with our existing customers that allow us to leverage all of our business and provide a complete interior package to our commercial vehicle OEM customers.

      Our principal customers for our aftermarket sales include the OEM dealers and independent wholesale distributors. Our sales and marketing efforts for our aftermarket sales are focused on support of these two distribution chains, as well as direct contact with all major fleets.

Design and Engineering Support

      We work with our customers’ engineering and development teams at the beginning of the design process for new components and assemblies, or the redesign process for existing components and assemblies, in order to maximize production efficiency and quality. These processes may take place from one to three years prior to the commencement of production. On average, development of a new component takes 12 to 24 months during the design phase, while the re-engineering of an existing part may take from one to six months. Early design involvement can result in a product that meets or exceeds the customer’s design and performance requirements and is more efficient to manufacture. In addition, our extensive involvement enhances our position for bidding on such business. We work aggressively to ensure that our quality and delivery metrics distinguish us from our competitors.

      We focus on bringing our customers integrated products that have superior content, comfort and safety. Consistent with our value-added engineering focus, we have developed relationships with the engineering departments of our customers and have placed resident engineers with PACCAR and Freightliner, our two largest customers. These relationships not only help us to identify new business opportunities but also enable us to compete based on the quality of our products and services, rather than exclusively on price. We are currently involved in the design stage of several products for our customers and will begin production of these products in the years 2005 to 2007.

Intellectual Property

      We consider ourselves to be a leader in both product and process technology, and, therefore, protection of intellectual property is important to our business. Our principal intellectual property consists of product and process technology, a limited number of United States and foreign patents, trade secrets, trademarks and copyrights. Although our intellectual property is important to our business operations and in the aggregate constitutes a valuable asset, we do not believe that any single patent, trade secret, trademark or copyright, or group of patents, trade secrets, trademarks or copyrights is critical to the success of our business. Our policy is to seek statutory protection for all significant intellectual property

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embodied in patents, trademarks and copyrights. From time to time, we grant licenses under our patents and technology and receive licenses under patents and technology of others.

      We market our products under well-known brand names that include KAB Seating, National Seating, Trim Systems, Sprague Devices, Sprague Controls, Prutsman^tm, Moto Mirror^tm and RoadWatch®. We believe that our brands are valuable and are increasing in value with the growth of our business, but that our business is not dependent on such brands. We own U.S. federal registrations for several of our brands.

Research and Development

      Our objective is to be a leader in offering superior quality and technologically advanced products to our customers at competitive prices. We engage in ongoing engineering, research and development activities to improve the reliability, performance and cost-effectiveness of our existing products and to design and develop new products for existing and new applications.

Manufacturing

      A description of the manufacturing processes we utilize for each of our principal product categories is set forth below:

•  Seats and Seating Systems. Our seating operations utilize a variety of manufacturing techniques whereby fabric is affixed to an underlying seat frame. We also manufacture and assemble the seat frame, which involves complex welding. For the most part, we utilize outside suppliers to produce the individual components used to assemble the seat frame.

•  Trim Systems and Components. Our interior systems process capabilities include injection molding, low-pressure injection molding, urethane molding and foaming processes, compression molding, and vacuum and twin steel vacuum forming as well as various trimming and finishing methods.

•  Mirrors, Wipers and Controls. We manufacture our mirrors, wipers and controls utilizing a variety of manufacturing processes and techniques. Our mirrors, wipers and controls are 100% hand assembled, tested and packaged.

      We have a broad array of processes to offer our commercial vehicle OEM customers to enable us to meet their styling and cost requirements. The interior of the truck is the most significant and appealing aspect to the driver of the vehicle, and consequently each commercial vehicle OEM has unique requirements as to feel, appearance and features. Within the last several years, we added new technologies, including injection molding, compression molding and vacuum forming capabilities, to our facilities through research and development, licenses of patented technology and equipment purchases.

      The end markets for our products are highly specialized and our customers frequently request modified products in low volumes within an expedited delivery timeframe. As a result, we primarily utilize flexible manufacturing cells in the production of substantially all of our products. Manufacturing cells are clusters of individual manufacturing operations and work stations grouped in a circular configuration, with the operators placed centrally within the configuration. This provides flexibility by allowing efficient changes to the number of operations each operator performs. When compared to the more traditional, less flexible assembly line process, cell manufacturing allows us to maintain our product output consistent with our OEM customers’ requirements and reduce the level of inventory.

      When an end-user buys a truck, the end-user will specify the seat and other features for that truck. Because each of our seating systems is unique, our manufacturing facilities have significant complexity which we manage by building in sequence. We build our seating systems as orders are received, and systems are delivered to the customer’s rack in the sequence that the trucks come down the assembly line. We have systems in place that allow us to provide complete customized interior kits in boxes that are delivered in sequence. We keep track of our build sequence by vehicle identification number, and each component is identified by bar code. Sequencing reduces our cost of production because it eliminates

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warehousing costs and reduces waste and obsolescence, offsetting any increased labor costs. Our manufacturing facilities are strategically located near our customers’ assembly plants, which facilitates this process and minimizes shipping costs.

      With respect to all of our products, we employ just-in-time manufacturing and system sourcing to meet customer requirements for faster deliveries and to minimize our need to carry significant inventory levels. We utilize visual material systems to manage inventory levels, and in certain locations we have inventory delivered as often as two times per day from a nearby facility based on the previous day’s order. This eliminates the need to carry excess inventory at our facilities.

      Typically, in a strong economy, new vehicle production increases and there is more money to be spent on enhancements to the truck interior. As demand goes up, the mix of our products shifts towards more expensive systems, such as sleeper units, with enhanced features and higher quality materials. The shift from low-end units to high-end units amplifies the positive effect a strong economy has on our business. Conversely, when the market drops and customers shift away from ordering high-end units with enhanced features, our business suffers from both lower volume and lower pricing. We strive to manage down cycles by running our facilities at capacity while maintaining the capability and flexibility to expand. We work with our employees and rely on their involvement to help eliminate problems and re-align our capacity. During a ramp-up of production, we have plans in place to manage increased demand and achieve on-time delivery. Our strategies include alternating between human and machine production and allowing existing employees to try higher skilled positions while hiring new employees for lower skilled positions.

      During 2002, as a means to enhance our operations, we began to implement TQPS throughout our operations. TQPS is our customized version of Lean Manufacturing and consists of a 32 hour interactive class that is taught exclusively by members of our management team. While we are in the beginning phases of TQPS initiatives, a significant portion of the labor efficiencies we gained over the past few years is due to the program. TQPS is an analytical process in which we analyze each of our manufacturing cells and identify the most efficient process to improve efficiency and quality. The goal is to achieve total cost management and continuous improvement. Some examples of TQPS-related improvements are: reduced labor to move parts around the facility, clear walking paths in and around manufacturing cells and increased safety. An ongoing goal is to reduce the time employees spend waiting for materials within a facility.

Raw Materials and Suppliers

      A description of the principal raw materials we utilize for each of our principal product categories is set forth below:

•  Seats and Seating Systems. The principal raw materials used in our seat systems include steel, aluminum and foam chemicals, and are generally readily available and obtained from multiple suppliers under various supply agreements. Leather, fabric and certain components are also purchased from multiple suppliers under supply agreements. Typically, our supply agreements last for at least one year and can be terminated by us for breach or convenience. Some purchased components are obtained from our customers.

•  Trim Systems and Components. The principal raw materials used in our interior systems processes are resin and chemical products, which are formed and assembled into end products. These raw materials are obtained from multiple suppliers, typically under supply agreements which last for at least one year and are terminable by us for breach or convenience.

•  Mirrors, Wipers and Controls. The principal raw materials used to manufacture our mirrors, wipers and controls are steel, stainless steel, aluminum, glass and rubber, which are generally readily available and obtained from multiple suppliers.

      Our supply agreements generally provide for fixed pricing but do not require us to purchase any specified quantities. We have not experienced any significant shortages of raw materials and normally do not carry inventories of raw materials or finished products in excess of those reasonably required to meet

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production and shipping schedules as well as service requirements. We purchase materials such as steel, foam, vinyl and cloth in large quantities on a global basis through our central corporate office, and other materials for which we require lower volumes are purchased directly by our facilities. We purchase steel at market prices, which during the past year have increased to historical highs as a result of a relatively low level of supply and a relatively high level of demand. As a result, we are currently being assessed surcharges on certain of our purchases of steel. We continue to work with our customers and suppliers to minimize the impact of such surcharges. We do not believe we are dependent on a single supplier or limited group of suppliers for our raw materials.

Competition

      Within each of our principal product categories, we compete with a variety of independent suppliers and, in limited circumstances, with OEMs’ in-house operations, primarily on the basis of price, breadth of product offerings, product quality, technical expertise and development capability, product delivery and product service. We believe we are the only supplier in the North American commercial vehicle market that can offer complete interior systems, including seats, interior trim and flooring systems. A summary of our estimated market position and primary independent competitors is set forth below.

•  Seats and Seating Systems. We believe that we have the number one market position in North America with respect to our seating operations. We also believe that we have the number one market position in supplying seats and seating systems to commercial vehicles used in the construction industry on a worldwide basis. Our primary independent competitors in the North American commercial vehicle market include Sears Manufacturing Company, Transportation Technologies Industries, Inc. and Seats, Inc., and our primary competitors in the European commercial vehicle market include Grammar and Isringhausen.

•  Trim Systems and Components. We believe that we have the number one market position in North America with respect to our interior trim products. We face competition from a number of different competitors with respect to each of our trim system products and components. Overall, our primary independent competitors are ConMet, Fabriform, TPI, Findlay, Superior and Mitras.

•  Mirrors, Wipers and Controls. We believe that we hold the number two market position in North America with respect to our windshield wiper systems and mirrors. We face competition from a number of different competitors with respect to each of our principal products in this category. Our principal competitors for mirrors are Hadley, Lang-Mekra and Trucklite, and our principal competitors for windshield wiper systems are Johnson Electric, Trico and Valeo.

Seasonality

      OEMs’ production requirements are generally higher in the first three quarters of the year as compared to the fourth quarter. We believe this seasonality is due, in part, to demand for new vehicles softening during the holiday season and as a result of the winter months in North America and Europe. Also, the major North American OEM manufacturers generally close their production facilities for the last two weeks of the year.

Employees

      As of December 31, 2004, we had approximately 2,500 employees. Overall, approximately 20% of our employees are salaried and the balance are hourly. None of our hourly employees in our North American operations are unionized. We have experienced limited unionization efforts at certain of our facilities from time to time. Approximately 45% of our hourly employees in our United Kingdom operations are represented by a shop steward committee. We have not experienced any work stoppages and consider our relationship with our employees to be satisfactory.

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Backlog

      We do not generally obtain long-term, firm purchase orders from our customers. Rather, our customers typically place annual blanket purchase orders, but these orders do not obligate them to purchase any specific or minimum amount of products from us until a release is issued by the customer under the blanket purchase order. Releases are typically placed within 30 to 90 days of required delivery and may be canceled at any time, in which case the customer would be liable for work in process and finished goods. We do not believe that our backlog of expected product sales covered by firm purchase orders is a meaningful indicator of future sales since orders may be rescheduled or canceled.

Environmental Matters

      We are subject to foreign, federal, state, and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues. We are also required to obtain permits from governmental authorities for certain of our operations. Although we strive to comply with all applicable environmental, health, and safety requirements, we cannot assure you that we are, or have been, in complete compliance with such requirements. If we violate or fail to comply with environmental laws, regulations or permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have a material adverse effect on us.

      Several of our facilities are in the process of becoming certified in accordance with ISO 14000 (the international environmental management standard) or are developing similar environmental management systems. Although we have made, and will continue to make, capital expenditures to implement such environmental programs and comply with environmental requirements, we do not expect to make material capital expenditures for environmental controls in 2004 or 2005. The environmental laws to which we are subject have become more stringent over time, however, and we could incur material costs or expenses in the future to comply with environmental laws. For example, our Northampton, U.K. facility will likely be required to obtain an Integrated Pollution Prevention Control (IPPC) permit prior to 2007. That permit will require that we use best available techniques at the facility to minimize pollution. Although the requirements of the permit are not yet known, because the facility is already operating under an integrated pollution control permit, we do not expect to have to make material capital expenditures to obtain or comply with the IPPC permit.

      Certain of our operations generate hazardous substances and wastes. If a release of such substances or wastes occurs at or from our properties, or at or from any offsite disposal location to which substances or wastes from our current or former operations were taken, or if contamination is discovered at any of our current or former properties, we may be held liable for the costs of cleanup and for any other response by governmental authorities or private parties, together with any associated fines, penalties or damages. In most jurisdictions, this liability would arise whether or not we had complied with environmental laws governing the handling of hazardous substances or wastes.

Government Regulation

      The products we manufacture and supply to commercial vehicle OEMs are not subject to significant government regulation. Our business, however, is indirectly impacted by the extensive governmental regulation applicable to commercial vehicle OEMs. These regulations primarily relate to safety, emissions and noise standards imposed by the EPA, state regulatory agencies, such as the California Air Resources Board (CARB), and other regulatory agencies around the world. Commercial vehicle OEMs are also subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards promulgated by the National Highway Traffic Safety Administration.

      Changes in emission standards and other governmental regulations impact the demand for commercial vehicles and, as a result, indirectly impact our operations. For example, new emission standards governing

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heavy-duty diesel engines that went into effect in the United States on October 1, 2002 resulted in significant purchases of new trucks by fleet operators prior to such date and reduced short term demand for such trucks in periods following such date. New emission standards for engines used in Class 5 to 8 trucks imposed by the EPA and CARB are scheduled to come into effect during 2007.

(b)  Safe Harbor Provisions

• Volatility and cyclicality in the commercial vehicle market.

      Our profitability depends in part on the varying conditions in the commercial vehicle market. This market is subject to considerable volatility as it moves in response to cycles in the overall business environment and is particularly sensitive to the industrial sector, which generates a significant portion of the freight tonnage hauled. Sales of commercial vehicles have historically been cyclical, with demand affected by such economic factors as industrial production, construction levels, demand for consumer durable goods, interest rates and fuel costs. For example, North American commercial vehicle sales and production experienced a downturn from 2000 to 2003 due to a confluence of events that included a weak economy, an oversupply of new and used vehicle inventory and lower spending on commercial vehicles and equipment. This downturn had a material adverse effect on our business during the same time period.

• Customer concentration and selected commercial vehicle platforms.

      Sales to PACCAR and Freightliner accounted for approximately 28% and 17%, respectively, of our revenue for 2004, and our ten largest customers accounted for 72% of our revenue in 2004. The loss of any of our largest customers or the loss of significant business from any of these customers would have a material adverse effect on our business, financial condition and results of operations. Even though we may be selected as the supplier of a product by an OEM for a particular vehicle, our OEM customers issue blanket purchase orders which generally provide for the supply of that customer’s annual requirements for that vehicle, rather than for a specific number of our products. If the OEM’s requirements are less than estimated, the number of products we sell to that OEM will be accordingly reduced. In addition, the OEM may terminate its purchase orders with us at any time.

• Production volumes.

      We incur costs and make capital expenditures based upon estimates of production volumes for our customers’ vehicles. While we attempt to establish a price of our components and systems that will compensate for variances in production volumes, if the actual production of these vehicles is significantly less than anticipated, our gross margin on these products would be adversely affected. We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform. Once we enter into such agreements, fulfillment of our purchasing requirements is our obligation for the entire production life of the platform, with terms ranging from five to seven years, and we have no provisions to terminate such contracts. We may become committed to supply products to our customers at selling prices that are not sufficient to cover the direct cost to produce such products. We cannot predict our customers’ demands for our products either in the aggregate or for particular reporting periods. If customers representing a significant amount of our sales were to purchase materially lower volumes than expected, it would have a material adverse effect on our business, financial condition and results of operations.

• Commercial vehicle OEMs’ leverage over outside suppliers.

      The commercial vehicle component supply industry has traditionally been highly fragmented and serves a limited number of large OEMs. As a result, OEMs have historically had a significant amount of leverage over their outside suppliers. Our contracts with major OEM customers generally provide for an annual productivity cost reduction. Historically, cost reductions through product design changes, increased productivity and similar programs with our suppliers have generally offset these customer-imposed productivity cost reduction requirements. However, if we are unable to generate sufficient production cost

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savings in the future to offset price reductions, our gross margin and profitability would be adversely affected. In addition, changes in OEMs’ purchasing policies or payment practices could have an adverse effect on our business.

• Implementation of Business Strategy.

      Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control. For example, we may not be successful in implementing our strategy if unforeseen factors emerge that diminish the expected growth in the Class 8 heavy truck market, or we experience increased pressure on our margins. In addition, our pursuit of strategic acquisitions may lead to resource constraints which could have a negative impact on our ability to meet customers’ demands, thereby adversely affecting our relationships with those customers. As a result of such business or competitive factors, we may decide to alter or discontinue aspects of our business strategy and may adopt alternative or additional strategies. Any failure to successfully implement our business strategy could adversely affect our business, results of operations and growth potential.

      Developing product innovations has been and will continue to be a significant part of our business strategy. We believe that it is important that we continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. However, such development will require us to continue to invest in research and development and sales and marketing. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the technological advances necessary to carry out product innovations sufficient to meet our customers’ demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers’ demands for product innovation.

• Raw Materials.

      Numerous raw materials are used in the manufacture of our products. Steel, resin, foam and fabrics account for the most significant components of our raw material costs. Although we currently maintain alternative sources for raw materials, our business is subject to the risk of price increases and periodic delays in delivery. For example, we purchase steel at market prices, which during the past year have increased to historical highs as a result of a relatively low level of supply and a relatively high level of demand. As a result, we are currently being assessed surcharges on certain of our purchases of steel. If we are unable to purchase certain raw materials required for our operations for a significant period of time, our operations would be disrupted, and our results of operations would be adversely affected. In addition, if we are unable to pass on the increased costs of raw materials to our customers, this could adversely affect our results of operations and financial condition. Our operating results for the year ended December 31, 2004 were adversely affected by steel surcharges that we are being assessed on certain of our purchases of steel.

• Currency exchange rate fluctuations.

      We have operations in Europe, Australia and China, which collectively accounted for approximately 28% of our revenues. As a result, we generate a significant portion of our sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. To the extent that we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in any such currency could have an adverse effect on our financial results. During times of a strengthening U.S. dollar, our reported sales and earnings from our international operations will be reduced because the applicable local currencies will be translated into fewer U.S. dollars. The converse is also true and the strengthening of the European currencies in relation to the U.S. dollar in recent years had a positive impact on our revenues in 2003 and 2004.

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• Strategic Acquisitions.

      The commercial vehicle component supply industry is beginning to undergo consolidation as OEMs seek to reduce costs and their supplier base. We intend to actively pursue acquisition targets that will allow us to continue to expand into new geographic markets, add new customers, provide new product, manufacturing and service capabilities or increase penetration with existing customers. However, we expect to face competition for acquisition candidates, which may limit the number of our acquisition opportunities and may lead to higher acquisition prices. Moreover, acquisitions of businesses may require additional debt financing, resulting in additional leverage. The covenants of our senior credit facility may further limit our ability to complete acquisitions. There can be no assurance that we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business. If we fail to complete additional acquisitions, we may have difficulty competing with more thoroughly integrated competitors and our results of operations could be adversely affected. To the extent that we do complete additional acquisitions, if the expected synergies from such acquisitions do not materialize or we fail to successfully integrate such new businesses into our existing businesses, our results of operations could also be adversely affected.

• Work Stoppages or Other Labor Matters.

      Many of our OEM customers and their suppliers have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their other suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles. In the event that one or more of our customers or their suppliers experience a material work stoppage, such work stoppage could have a material adverse effect on our business. Although none of our employees are unionized, we have experienced limited unionization efforts at certain of our North American facilities from time to time. We cannot assure you that we will not encounter future unionization efforts or other types of conflicts with labor unions or our employees. In addition, approximately 45% of our hourly employees at our United Kingdom operations are represented by a shop steward committee, which may seek to limit our flexibility in our relationship with such employees.

• Technological Advances.

      Changes in competitive technologies may render certain of our products less attractive. Our ability to anticipate changes in technology and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. There can be no assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure to operate properly.

• Intellectual Property.

      Our success depends to some degree on our ability to protect our intellectual property and to operate without infringing on the proprietary rights of third parties. While we have been issued patents and have registered trademarks with respect to many of our products, our competitors could independently develop similar or superior products or technologies, duplicate our designs, trademarks, processes or other intellectual property or design around any processes or designs on which we have or may obtain patents or trademark protection. In addition, it is possible that third parties may have or acquire licenses for other technology or designs that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third party rights.

      In addition to patent and trademark protection, we also protect trade secrets, know-how and other confidential information against unauthorized use by others or disclosure by persons who have access to

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them, such as our employees, through contractual arrangements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our sales could be materially adversely affected.

• Environmental and Safety Regulations.

      We are subject to foreign, federal, state, and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues. We are also required to obtain permits from governmental authorities for certain of our operations. We cannot assure you that we are, or have been, in complete compliance with such laws, regulations and permits. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have a material adverse effect on us. The environmental laws to which we are subject have become more stringent over time, and we could incur material expenses in the future to comply with environmental laws. We are also subject to laws imposing liability for the cleanup of contaminated property. Under these laws, we could be held liable for costs and damages relating to contamination at our past or present facilities and at third party sites to which we sent waste containing hazardous substances. The amount of such liability could be material. We cannot completely eliminate the risk of contamination or injury resulting from exposure to hazardous materials, and we could incur material liability as a result of any such contamination or injury.

• Government regulations on our OEM customers.

      Although the products we manufacture and supply to commercial vehicle OEMs are not subject to significant government regulation, our business is indirectly impacted by the extensive governmental regulation applicable to commercial vehicle OEMs. These regulations primarily relate to emissions and noise standards imposed by the Environmental Protection Agency, state regulatory agencies, such as the California Air Resources Board (CARB), and other regulatory agencies around the world. Commercial vehicle OEMs are also subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards promulgated by the National Highway Traffic Safety Administration. Changes in emission standards and other proposed governmental regulations could impact the demand for commercial vehicles and, as a result, indirectly impact our operations. For example, new emission standards governing heavy-duty diesel engines that went into effect in the United States on October 1, 2002 resulted in significant purchases of new trucks by fleet operators prior to such date and reduced short term demand for such trucks in periods immediately following such date. New emission standards for truck engines used in Class 5 to 8 trucks imposed by the EPA and CARB are scheduled to come into effect during 2007. To the extent that current or future governmental regulation has a negative impact on the demand for commercial vehicles, our business, financial condition or results of operations could be adversely affected.

• Foreign Operations.

      We have operations in Europe, China and Australia. Certain risks are inherent in international operations, including:

•  the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

•  foreign customers may have longer payment cycles than customers in the United States;

•  tax rates in certain foreign countries may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation;

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•  intellectual property protection difficulties;

•  general economic and political conditions in countries where we operate may have an adverse effect on their operations in those countries;

•  the difficulties associated with managing a large organization spread throughout various countries; and

•  complications in complying with a variety of foreign laws and regulations, some of which may conflict with United States law.

(c) Available Information

      CVG maintains a website on the Internet at www.cvgrp.com. CVG makes available free of charge through its website, by way of a hyperlink to a third-party SEC filing website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Such information is available as soon as such reports are filed with the SEC.

      As we continue to expand our business globally, our success will be dependent, in part, on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or our business, financial condition or results of operations as a whole.

Item 2. Properties

      Our corporate office is located in New Albany, Ohio. Substantially all of our manufacturing facilities are located near our OEM customers to reduce our distribution costs, reduce risk of interruptions in our delivery schedule, further improve customer service and provide our customers with reliable delivery of stock and custom requirements even under condensed time constraints. The following table provides selected information regarding our principal manufacturing facilities:

		Approximate		Ownership
Location	Products Produced	Square Footage		Interest
Vonore, Tennessee (2 facilities)	Seats, Mirrors		245,000 sq.  ft.		Owned/ Leased
Northampton, England	Seats (office and commercial vehicle)		210,000 sq.  ft.		Leased
Statesville, North Carolina (2 facilities)	Interior Trim, Seats		163,000 sq.  ft.		Leased
Seattle, Washington	RIM Process, Interior Trim, Seats		156,000 sq.  ft.		Owned
Michigan City, Indiana	Wipers, Switches		87,000 sq.  ft.		Leased
Dublin, Virginia	Interior Trim, Seats		79,000 sq.  ft.		Owned
Denton, Texas(1)	Interior Trim, Seats		69,000 sq.  ft.		Leased
Vancouver, Washington (2 facilities)	Interior Trim		63,000 sq.  ft.		Leased
Chillicothe, Ohio	Interior Trim, Dash Assembly		62,000 sq.  ft.		Owned
Shanghai, China	Seats		50,000 sq.  ft.		Leased
New Albany, Ohio	Corporate Headquarters		13,000 sq.  ft.		Leased
Tacoma, Washington	Injection Molding		25,000 sq.  ft.		Leased
Plain City, Ohio	R&D, Lab		8,000 sq. ft.		Leased
Seneffs (Brussels), Belgium	Seat Assembly		35,000 sq.  ft.		Leased
Brisbane (HQ), Australia	Seat Assembly		50,000 sq.  ft.		Leased
Sodentalje (Stockholm), Sweden	Seat Assembly		12,000 sq.  ft.		Leased
Dublin, Ohio	Administration		14,000 sq.  ft.		Leased

(1)  This facility is currently dormant.

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      We also have leased sales and service offices located in Australia and France.

      Utilization of our facilities varies with North American and European commercial vehicle production and general economic conditions in such regions. All locations are principally used for manufacturing.

Item 3. Legal Proceedings

      From time to time, we are involved in various disputes and litigation matters that arise in the ordinary course of business. We do not have any material litigation at this time.

Item 4. Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of stockholders during the fourth quarter of 2004.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

      Our Common Stock has been listed on The Nasdaq National Market under the symbol “CVGI” since August 5, 2004. The following table sets forth, for the periods indicated, the low and high closing sale prices for our common stock as reported on The Nasdaq National Market.

2004	Low		High
First Quarter		N/A		N/A
Second Quarter		N/A		N/A
Third Quarter	$	13.02	$	16.82
Fourth Quarter		14.50		21.90

      As of February 1, 2005, there were 63 holders of record of the outstanding Common Stock.

      CVG has not declared or paid any dividends on its Common Stock in the past and does not anticipate paying dividends in the foreseeable future. Any future payment of dividends is within the discretion of the Board of Directors and will depend upon, among other factors, the capital requirements, operating results and financial condition of CVG. In addition, CVG’s ability to pay dividends is limited under the terms of its Credit Agreement.

      Options to purchase common shares of our Common Stock have been granted to certain of our executives and key employees under our stock-based compensation plans. The following table summarizes the number of stock options issued, the weighted-average exercise price and the number of securities remaining to be issued under all outstanding equity compensation plans as of December 31, 2004.

							Number of securities
			Number of securities				remaining available
			to be issued		Weighted-average		for future issuance
			upon exercise of		exercise price of		under equity
			outstanding options		outstanding options		compensation plans
Equity compensation plans approved by security holders:
	Equity Incentive Plan			598,950	$	15.84		401,050
Equity compensation plans not approved by security holders:
	Management Stock Option Plan			910,869	$	5.54		818
		Total		1,509,819	$	9.63		401,868

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Item 6. Selected Financial Data

      The following table sets forth selected consolidated financial data regarding our business and certain industry information and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this report. The selected consolidated financial data as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004, are derived from our consolidated financial statements that are included elsewhere in this report, which financial statements have been audited by Deloitte & Touche LLP as indicated by their report thereon. The consolidated balance sheet data as of December 31, 2002 and the consolidated statements of operations and cash flows for the year ended December 31, 2001 have been derived from our audited consolidated financial statements, which are not included in this report. The consolidated balance sheet data as of December 31, 2000 and 2001 and the consolidated statements of operations and cash flows for the year ended December 31, 2000 have been derived from our unaudited consolidated financial statements, which are not included in this report.

      The unaudited financial data set forth below as of and for the year ended December 31, 2000 is derived from the results of operations of Trim Systems, LLC for the entire period and the results of operations of CVS and National/KAB Seating beginning from their respective dates of acquisition by our principal stockholders, which occurred on March 31, 2000 and October 6, 2000, respectively. Because these businesses were under common control since their respective dates of acquisition, their historical results of operations have been combined for the periods in which they were under common control based on their respective historical basis of accounting.

      The statement of operations data and financial data included in the “Other Data” section set forth below for the year ended December 31, 2000, the pro forma earnings per share data, the balance sheet

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data as of December 31, 2000 and the North American Class 8 heavy-duty truck production rates are all unaudited.

		Years Ended December 31,
		2000			2001			2002			2003			2004
		(In thousands, except per share data)
Statement of Operations Data:
Revenues		$	244,963		$	271,226		$	298,678		$	287,579		$	380,445
Cost of sales			208,083			229,593			249,181			237,884			309,696
	Gross profit		36,880			41,633			49,497			49,695			70,749
Selling, general and administrative expenses			21,569			21,767			23,952			24,281			28,985
Non cash option issuance charge			—			—			—			—			10,125
Amortization expense			2,725			3,822			122			185			107
Restructuring charges			5,561			449			—			—			—
	Operating income		7,025			15,595			25,423			25,229			31,532
Other expense (income)			(1,955	)		(2,347	)		1,098			3,230			(1,247	)
Interest expense			12,396			14,885			12,940			9,796			7,244
Loss on early extinguishment of debt			—			—			—			2,972			1,605
	Income (loss) before income taxes and cumulative effect of accounting change		(3,416	)		3,057			11,385			9,231			23,930
Provision (benefit) for income taxes			(2,550	)		5,072			5,235			5,267			6,481
	Income (loss) before cumulative effect of accounting change		(866	)		(2,015	)		6,150			3,964			17,449
Cumulative effect of accounting change			—			—			(51,630	)		—			—
	Net income (loss)	$	(866	)	$	(2,015	)	$	(45,480	)	$	3,964		$	17,449
Earnings (loss) per share(1):
	Basic	$	(0.09	)	$	(0.15	)	$	(3.29	)	$	0.29		$	1.13
	Diluted		(0.09	)		(0.15	)		(3.26	)		0.29			1.12
Weighted average common shares outstanding(1):
	Basic		9,337			13,893			13,827			13,779			15,429
	Diluted		9,337			13,893			13,931			13,883			15,623
Balance Sheet Data (at end of period):
Working capital		$	16,768		$	10,908		$	8,809		$	28,216		$	39,296
Total assets			312,006			263,754			204,217			210,495			225,638
Total debt			161,061			140,191			127,202			127,474			53,925
Total stockholders’ investment			76,287			72,913			27,025			34,806			111,046
Other Data:
EBITDA(2)		$	16,107		$	28,428		$	34,105		$	33,335		$	39,099
Net cash provided by (used in):
	Operating activities	$	24,068		$	12,408		$	18,172		$	10,442		$	34,177
	Investing activities		(3,051	)		7,749			(4,937	)		(5,967	)		(8,907	)
	Financing activities		(13,160	)		(24,792	)		(14,825	)		(2,761	)		(28,427	)
Depreciation and amortization			9,078			12,833			8,682			8,106			7,567
Capital expenditures, net			3,174			4,898			4,937			5,967			8,907
North American Class 8 heavy-duty truck production (units)(3)			252,000			146,000			181,000			176,700			261,000

(1)  Earnings (loss) per share and weighted average common shares outstanding have been calculated giving effect to the reclassification of our previously outstanding six classes of common stock into one class of common stock and, in connection therewith, a 38.991-to-one stock split.

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(2)  “EBITDA” represents earnings before interest expense, income taxes and depreciation and amortization, noncash gain (loss) on forward exchange contracts, loss on early extinguishment of debt and an impairment charge associated with the adoption of SFAS No. 142. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by generally accepted accounting principles. We present EBITDA because we believe that it is widely accepted that EBITDA provides useful information regarding our operating results. We rely on EBITDA primarily as an operating performance measure in order to review and assess our company and our management team. For example, our management incentive plan is based upon the company achieving minimum EBITDA targets for a given year. We also review EBITDA to compare our current operating results with corresponding periods and with other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•  EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•  EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•  EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

•  Although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

•  Other companies in our industry may calculate EBITDA differently than we do, limiting their usefulness as a comparative measure.

      Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the consolidated statements of cash flows included in our financial statements included elsewhere herein. The following is a reconciliation of EBITDA to net income (loss):

		Years Ended December 31,
		2000			2001			2002			2003			2004
		(Dollars in thousands)
EBITDA		$	16,107		$	28,428		$	34,105		$	33,335		$	39,099
Add (subtract):
	Depreciation and amortization		(9,078	)		(12,833	)		(8,682	)		(8,106	)		(7,567	)
	Noncash gain (loss) on forward exchange contracts		1,951			2,347			(1,098	)		(3,230	)		1,247
	Interest expense		(12,396	)		(14,885	)		(12,940	)		(9,796	)		(7,244	)
	Loss on early extinguishment of debt		—			—			—			(2,972	)		(1,605	)
	(Provision) benefit for income taxes		2,550			(5,072	)		(5,235	)		(5,267	)		(6,481	)
	Cumulative effect of change in accounting		—			—			(51,630	)		—			—
Net income (loss)		$	(866	)	$	(2,015	)	$	(45,480	)	$	3,964		$	17,449

(3)  Source: Americas Commercial Transportation Research Co. LLC and ACT Publications.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      You should read the following discussion and analysis in conjunction with the information set forth under “Selected Financial Data” and our consolidated financial statements and the notes to those statements included elsewhere in this report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described above in “Item 1. Business — (b) Safe Harbor Provisions.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Company Overview

      We are a leading supplier of interior systems, vision safety solutions and other cab-related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets. Our products include suspension seat systems, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors, wiper systems, controls and switches specifically designed for applications in commercial vehicle cabs. We are differentiated from suppliers to the automotive industry by our ability to manufacture low volume customized products on a sequenced basis to meet the requirements of our customers. We believe that we have the number one or two positions in all of our major markets and that we are the only supplier in the North American commercial vehicle market that can offer complete interior systems including seats, interior trim and flooring.

      Demand for our products is generally dependent on the number of new commercial vehicles manufactured, which in turn is a function of general economic conditions, interest rates, changes in governmental regulations, consumer spending, fuel costs and our customers’ inventory levels and production rates. New commercial vehicle demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. Production of commercial vehicles in North America peaked in 1999 and experienced a downturn from 2000 to 2003 that was due to a weak economy, an over supply of new and used vehicle inventory and lower spending on commercial vehicles and equipment. Demand for commercial vehicle improved in 2004 due to a variety of factors, including broad economic recovery in North America, the need to replace aging truck fleets as a result of under-investment, increasing freight volumes and increasing hauler profits.

      In 2004, the majority of our revenue was generated from sales to North American heavy-duty truck OEMs and their service organizations. Our remaining revenue in 2004 was primarily derived from sales to OEMs in the global construction market and other specialized transportation markets. Demand for our products is also driven to a significant degree by preferences of the end-user of the commercial vehicle, particularly with respect to heavy-duty (Class 8) trucks. Unlike the automotive industry, commercial vehicle OEMs generally afford the ultimate end-user the ability to specify many of the component parts that will be used to manufacture the commercial vehicle, including a wide variety of cab interior styles and colors, the brand and type of seats, type of seat fabric and color and specific mirror styling. In addition, certain of our products are only utilized in heavy-duty (Class 8) trucks, such as our storage systems, sleeper bunks and privacy curtains, and, as a result, changes in demand for heavy-duty (Class 8) trucks or the mix of options on a vehicle generally has a greater impact on our business than do changes in the overall demand for commercial vehicles. For example, a heavy-duty (Class 8) truck with a sleeper cab can contain three times as many features as a heavy-duty (Class 8) truck with a day cab and can cost over $1,600 as compared to a typical day cab which costs approximately $660. To the extent that demand increases for higher content vehicles, our revenues and gross profit will be positively impacted.

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      Along with North America, we have operations in Europe and Australia and have recently established operations in China. Approximately 28% of our revenues in recent years have been generated in currencies other than the U.S. dollar, principally the euro, yen and pound sterling. Our operating results are therefore impacted by exchange rate fluctuations to the extent we are unable to match revenues received in such currencies with costs incurred in such currencies. Strengthening of these foreign currencies during 2004 as compared to the U.S. dollar resulted in approximately $11 million increase in our revenues in 2004 as compared to 2003. Because our costs were generally impacted to the same degree as our revenue, this exchange rate fluctuation did not have a material impact on our net income in 2004 as compared to 2003.

      In response to the recent downturn in the commercial vehicle market, we implemented a number of operating initiatives to improve our overall cost structure and operating efficiencies. These included:

•  eliminating excess production capacity through the closure and consolidation of four manufacturing facilities, two design centers and two assembly facilities;

•  implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives throughout many of our U.S. manufacturing facilities to improve operating efficiency and product quality;

•  reducing headcount for both salaried and hourly employees; and

•  improving our design capabilities and new product development efforts to focus on higher margin product enhancements.

      As a result of these initiatives, we improved our operating margins each year since 2000 despite a reduction in heavy-duty (Class 8) truck production of 30% from 252,000 units in 2000 to 176,700 units in 2003 and rebounding to 261,000 units in 2004. We continuously seek ways to lower costs, improve manufacturing efficiencies and increase product throughput. We believe our ongoing cost saving initiatives and the establishment of our sourcing relationships in China will enable us to continue to lower manufacturing costs. In conjunction with the start-up of our Shanghai, China facility, we have established a relationship with Baird Asia Limited to assist us in sourcing products for use in our China facility as well as sourcing products for our operations in the United States at prices lower than we can purchase components today.

      Although OEM demand for our products is directly correlated with new vehicle production, we also have the opportunity to grow through increasing our product content per vehicle through cross selling and bundling of products. We generally compete for new business at the beginning of the development of a new vehicle platform and upon the redesign of existing programs. New platform development generally begins at least one to three years before the marketing of such models by our customers. Contract durations for commercial vehicle products generally extend for the entire life of the platform, which is typically five to seven years.

      In sourcing products for a specific platform, the customer generally develops a proposed production timetable, including current volume and option mix estimates based on their own assumptions, and then sources business with the supplier pursuant to written contracts, purchase orders or other firm commitments in terms of price, quality, technology and delivery. In general, these contracts, purchase orders and commitments provide that the customer can terminate if a supplier does not meet specified quality and delivery requirements and, in many cases, they provide that the price will decrease over the proposed production timetable. Awarded business generally covers the supply of all or a portion of a customer’s production and service requirements of a particular product program rather than the supply of a specific quantity of products. Accordingly, in estimating awarded business over the life of a contract or other commitment, a supplier must make various assumptions as to the estimated number of vehicles expected to be produced, the timing of that production, mix of options on the vehicles produced and pricing of the products being supplied. The actual production volumes and option mix of vehicles produced by customers depend on a number of factors that are beyond a supplier’s control.

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Basis of Presentation

      Onex, Hidden Creek and certain other investors acquired Trim Systems in 1997 and each of CVS and National/ KAB Seating in 2000. Each of these companies was initially owned through separate holding companies. The operations of CVS and National/ KAB Seating were formally combined under a single holding company, now known as Commercial Vehicle Group, Inc., on March 28, 2003. In connection with our initial public offering, Trim Systems became a wholly owned subsidiary of CVG on August 2, 2004. Because these businesses were under common control since their respective dates of acquisition, their respective historical results of operations have been combined for the periods in which they were under common control based on their respective historical basis of accounting.

Results of Operations

      The table below sets forth certain operating data expressed as a percentage of revenues for the periods indicated:

	Year Ended December 31,
	2002			2003			2004
Revenues		100.0	%		100.0	%		100.0	%
Cost of sales		83.4			82.7			81.4
Gross profit		16.6			17.3			18.6
Selling, general and administrative expenses		8.0			8.4			7.6
Non cash option charge		0.0			0.0			2.7
Amortization expense		0.1			0.1			0.0
Restructuring charges		0.0			0.0			0.0
Operating income		8.5			8.8			8.3
Other (income) expense		0.4			1.1			(0.3	)
Interest expense		4.3			3.4			1.9
Loss on early extinguishment of debt		0.0			1.0			0.4
Income (loss) before income taxes and cumulative effect of change in accounting		3.8			3.3			6.3
Provision (benefit) for income taxes		1.7			1.9			1.7
Income (loss) before cumulative effect of change in accounting		2.1			1.4			4.6
Cumulative effect of change in accounting		17.3			0.0			0.0
Net income (loss)		(15.2	)%		1.4	%		4.6	%

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

      Revenues. Revenues increased $92.9 million, or 32.3%, to $380.4 million for the year ended December 31, 2004 from $287.6 million for the year ended December 31, 2003. We believe this increase resulted primarily from:

•  an increase in North American Class 8 production, which resulted in approximately $67 million of increased revenues;

•  new business awards related to seats, mirrors and interior trim, which resulted in approximately $13 million of increased revenues; and

•  favorable foreign exchange fluctuations of approximately $11 million.

      Gross Profit. Gross profit increased $21.1 million, or 42.4%, to $70.8 million for the year ended December 31, 2004 from $49.7 million for the year ended December 31, 2003. As a percentage of

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revenues, gross profit increased to 18.6% for the year ended December 31, 2004 from 17.3% for the year ended December 31, 2003. We believe this increase resulted primarily from the revenue increases discussed above and our ability to convert on the revenue increases at an overall incremental margin of 25% without having to incur additional fixed costs to support the increased revenues. In addition, we continued to seek material cost reductions, reductions in packaging costs and labor efficiencies to generate additional profits during the year ended December 31, 2004.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $4.7 million, or 19.4%, to $29.0 million for the year ended December 31, 2004 from $24.3 million for the year ended December 31, 2003. We believe this increase resulted principally from increases in wages and the cost of additional resources to accommodate product innovation and growth in the commercial vehicle sector as well as cost associated with being a public company.

      Amortization Expense. Amortization expense decreased 42.2%, to $107,000 for the year ended December 31, 2004 from $185,000 for the year ended December 31, 2003. This reduction was primarily the result of the decrease in deferred costs from the prior year period.

      Other (Income) Expense. We use forward exchange contracts to hedge foreign currency transaction exposures of our United Kingdom operations. We estimate our projected revenues and purchases in certain foreign currencies or locations and will hedge a portion of the anticipated long or short position. We have not historically designated any of our forward exchange contracts as cash flow hedges, electing instead to mark-to-market the contracts and record the fair value of the contracts on our balance sheet, with the offsetting noncash gain or loss recorded in our statement of operations. The $1.2 million gain for the year ended December 31, 2004 and the $3.2 million loss for the year ended December 31, 2003 represent the noncash change in value of the forward exchange contracts in existence at the end of each period.

      Interest Expense. Interest expense decreased $2.6 million, or 26.1%, to $7.2 million for the year ended December 31, 2004 from $9.8 million for the year ended December 31, 2003. This decrease reflects a reduction in total debt of $73.5 million.

      Loss on Early Extinguishment of Debt. As part of our August 2004 initial public offering, we wrote off capitalized debt financing costs which approximated $1.6 million. As part of the combination of CVS and National/ KAB Seating during March 2003, we wrote-off capitalized debt financing costs as well as certain costs incurred in connection with our credit agreement amendment. Total capitalized costs written-off and amendment costs expensed during the twelve months ended December 31, 2003 approximated $3.0 million.

      Provision for Income Taxes. Our effective tax rate during the year ended December 31, 2004 was 27.1% compared to 57.1% for 2003. Provision for income taxes increased $1.2 million to $6.5 million for the year ended December 31, 2004, compared to an income tax provision of $5.3 million for the year ended December 31, 2003. The decrease in effective rate is due to the reversal of the existing valuation allowance after consideration of the future positive profitability of the Company.

      Net Income. Net income increased $13.5 million to $17.4 million for the year ended December 31, 2004, compared to $4.0 million for the year ended December 31, 2003, primarily as a result of the factors discussed above.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

      Revenues. Revenues decreased $11.1 million, or 3.7%, to $287.6 million in 2003 from $298.7 million in 2002. Factors impacting the decline in revenues in 2003 included a decrease in North America Class 8, bus and other customized transportation markets production volumes, which resulted in $17.5 million of decreased revenues and a $9.5 million decrease in certain trim-related products. These factors were partially offset by strong OEM sales in the Asian construction seating market of approximately $9.0 million as a result of rising demand for construction equipment in Asia to accommodate economic growth in that region and favorable foreign exchange fluctuations of $7.1 million.

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      Gross Profit. Gross profit increased $0.2 million, or 0.4%, to $49.7 million in 2003 from $49.5 million in 2002. As a percentage of revenues, gross profit increased to 17.3% in 2003 from 16.6% in 2002. We believe the $0.2 million increase in gross profit resulted primarily from the continued implementation of our Lean Manufacturing and TQPS initiatives and the corresponding reduction in scrap and overtime expenses at our Vonore, TN facility, as offset by the reduction in revenues described above.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $0.4 million, or 1.4%, to $24.3 million in 2003 from $23.9 million in fiscal 2002. This increase resulted from $0.3 million of cost efficiency improvements, offset by approximately $0.7 million of unfavorable foreign exchange fluctuations.

      Amortization Expense. Amortization expense increased 51.6%, to $185,000 in 2003 from $122,000 in 2002.

      Other (Income) Expense. The $3.2 million loss in 2003 and the $1.1 million loss in 2002 represent the noncash change in value of the forward exchange contracts in existence at the end of each year.

      Interest Expense. Interest expense decreased $3.1 million, or 24.3%, to $9.8 million in 2003 from $12.9 million in 2002. This decrease reflects a reduction in average total debt of $6.4 million and a decrease in interest rates.

      Loss on Early Extinguishment of Debt. As part of the combination of CVS and National/ KAB Seating during March 2003, we wrote-off capitalized debt financing costs as well as certain costs incurred in connection with our credit agreement amendment. Total capitalized costs written-off and amendment costs expensed approximated $3.0 million.

      Provision for Income Taxes. Our effective tax rate was 57.1% in 2003 and 46.0% before the cumulative effect of a change in accounting principle in 2002. Provision for income taxes increased $0.1 million, or 0.6%, to $5.3 million in 2003 from $5.2 million in 2002. The increase in the effective tax rate relates to the mix of income and loss among our North American and European tax jurisdictions and among our subsidiaries and their individual tax jurisdictions.

      Cumulative Effect of Change in Accounting. The cumulative effect of change in accounting for 2002 represented the write-off of goodwill as a result of our adoption of the provisions of SFAS No. 142, effective January 1, 2002 (see “Critical Accounting Policies” below).

      Net Income. Net income for 2003 increased by $49.4 million to $4.0 million, from ($45.4) million in 2002, primarily as a result of the factors discussed above.

Restructuring and Asset Impairment Charges

      In 2000, we recorded a $5.6 million restructuring charge as part of our cost and efficiency initiatives, closing two manufacturing facilities, two administrative centers, and reorganizing our manufacturing and administrative functions. Approximately $1.7 million of the charge was related to employee severance and associated benefits for the 225 terminated employees, approximately $2.6 million related to lease and other contractual commitments associated with the facilities and approximately $1.3 million of asset impairments related to the write-down of assets. All employees were terminated by the end of 2001. Our contractual commitments continue through 2005.

      In 2001, we continued our cost and efficiency initiatives and closed a third manufacturing facility. Of the total $0.4 million restructuring charge, approximately $0.1 million related to employee severance and associated benefits for 77 employees and approximately $0.3 million related to lease and other contractual commitments associated with the facility. All employees were terminated by the end of 2002. The contractual commitments continue through 2005.

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      A summary of restructuring activities is as follows:

		Balance at					Balance at					Balance at
		December 31,		Payments/			December 31,		Payments/			December 31,
		2002		Utilization			2003		Utilization			2004
				(Dollars in thousands)
Facility exit and other contractual costs		$	1,177	$	(390	)	$	787	$	(509	)	$	278
Employee costs			98		(98	)		—		—			—
	Total	$	1,275	$	(488	)	$	787	$	(509	)	$	278

Liquidity and Capital Resources

Cash Flows

      For the year ended December 31, 2004 we generated cash from operations of $34.2 million. For the year ended December 31, 2003, we generated cash from operations of $10.4 million. For the year ended December 31, 2002, we generated cash from operations of $18.2 million.

      Net cash used in investing activities was $8.9 million during 2004, compared to $6.0 million in 2003 and $4.9 million in 2002. All net cash used in investing activities was for capital expenditures. Capital expenditures were primarily for equipment and tooling purchases related to new or replacement programs and current equipment upgrades.

      Net cash used in financing activities totaled $28.4 million for 2004 compared to $2.8 million in 2003 and $14.8 million during 2002. The net cash used during these periods was principally related to repayments of outstanding borrowings under our senior credit facilities.

Debt and Credit Facilities

      As of December 31, 2004, our subsidiaries had an aggregate of $53.9 million of outstanding indebtedness under various financing arrangements, excluding $2.8 million of outstanding letters of credit. This indebtedness consisted of the following:

•  $4.6 million of revolving credit borrowings and a $42.8 million term loan under a senior credit facility that matures on July 31, 2010. Borrowings under this senior credit facility bear interest at various rates plus a margin based on certain financial ratios. As of December 31, 2004, the $4.6 million borrowings under the revolving credit facility bore interest at a weighted average rate of 7.0% and the $42.8 million borrowings under the term loan bore interest at a weighted average rate of 6.5%.

•  $6.5 million of indebtedness from borrowings financed through the issuance of industrial development bonds relating to our Vonore, Tennessee facility. These borrowings have a final maturity of August 1, 2006 and bear interest at a variable rate based on the interest rate on the bonds, which is adjusted on a weekly basis by the placement agent such that the interest rate on the bonds is sufficient to cause the market value of the bonds to be equal to, as nearly as practicable, 100% of their principal amount. The interest rate was 2.2% at December 31, 2004.

      Availability under the revolving credit facility is subject to the lesser of (i) a borrowing base that is equal to the sum of (a) 80% of eligible accounts receivable plus (b) 50% of eligible inventory; or (ii) $40.0 million. Borrowings under the senior credit facility bear interest at a floating prime rate or LIBOR rate plus the applicable margins to the prime rate and LIBOR borrowings based on our leverage ratio. The senior credit facility contains various financial covenants, including a minimum fixed charge coverage ratio of not less than 1.30, and a minimum ratio of EBITDA to cash interest expense of not less than 2.50, in each case for the twelve month period ending on December 31 of each year, a limitation on

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the amount of capital expenditures of not more than $12.0 million in any fiscal year and a maximum ratio of total indebtedness to EBITDA as of the last day of each fiscal quarter as set forth below:

	Maximum Total
Quarter(s) Ending	Leverage Ratio
9/30/04 and 12/31/04		3.00 to 1.00
3/31/05 through 12/31/05		2.75 to 1.00
3/31/06 through 12/31/06 and each fiscal quarter thereafter		2.50 to 1.00

      The senior credit facility also contains covenants restricting certain corporate actions, including asset dispositions, acquisitions, dividends, change of control, incurring indebtedness, making loans and investments and transactions with affiliates. If we do not comply with such covenants or satisfy such ratios, our lenders could declare a default under the senior credit facility, and our indebtedness thereunder could be declared immediately due and payable. The senior credit facility is collateralized by substantially all of our assets. The senior credit facility will also contain customary events of default.

Recent Acquisitions

      We acquired substantially all of the assets of MVS on February 7, 2005 for $107.5 million of cash and the assumption of substantially all of MVS’ liabilities. We financed this acquisition with cash borrowings under our senior credit facility, which was amended and increased to provide for this acquisition, increasing our revolving credit facility from $40.0 million to $75.0 million and term loans from $65.0 million to $145.0 million.

      We believe that cash flow from operating activities together with available borrowings under our senior credit facility will be sufficient to fund currently anticipated working capital, planned capital spending and debt service requirements for at least the next twelve months.

Contractual Obligations and Commercial Commitments

      The following table reflects our contractual obligations as of December 31, 2004:

		Payments Due by Period
				Less than		1-3		3-5		More than
		Total		1 Year		Years		Years		5 Years
				(Dollars in thousands)
Long-term debt obligations		$	53,925	$	4,884	$	19,320	$	22,585	$	7,136
Operating lease obligations			17,480		5,082		7,140		4,724		534
	Total	$	71,405	$	9,966	$	26,460	$	27,309	$	7,670

      Since December 31, 2004, there have been no material changes outside the ordinary course of our business to our contractual obligations as set forth above.

      In addition to the obligations noted above, we have obligations reported as other long-term liabilities that consist principally of pension and post-retirement benefits, facility closure and consolidation costs, forward contracts, loss contracts and other items. In addition, we enter into agreements with our customers at the beginning of a given platform’s life to supply products for the entire life of that vehicle platform, which is typically five to seven years. These agreements generally provide for the supply of a customer’s production requirements for a particular platform, rather than for the purchase of a specific quantity of products. Accordingly, our obligations under these agreements are not reflected in the contractual obligations table above.

      As of December 31, 2004, we were not party to significant purchase obligations for goods or services.

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Off-Balance Sheet Arrangements

      We use standby letters of credit to guarantee our performance under various contracts and arrangements, principally in connection with our workers compensation liabilities and for leases on equipment and facilities. These letter of credit contracts are usually extended on a year-to-year basis. As of December 31, 2004, we had outstanding letters of credit of $2.8 million. We do not believe that these letters of credit will be required to be drawn.

      We currently have no non-consolidated special purpose entity arrangements.

Certain Noncash Charges Related to Recent Stock Option Grants

      To reward our senior management team for its success in reducing operating costs, integrating businesses and improving processes through cyclical periods, we granted options in the second quarter of 2004 to purchase an aggregate of 910,869 shares of our new common stock to 16 members of our management team. The exercise price for such options is $5.54 per share. As modified, such options have a ten-year term, with 100% of such options being currently exercisable. We incurred a noncash compensation charge of $10.1 million in the second quarter of 2004 as a result of the grant of these options. This noncash compensation charge equals the difference between $5.54 and the fair market value of our common stock as of the grant date of these options.

Effects of Inflation

      Inflation potentially affects us in two principal ways. First, a significant portion of our debt is tied to prevailing short-term interest rates that may change as a result of inflation rates, translating into changes in interest expense. Second, general inflation can impact material purchases, labor and other costs. In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. In the past few years, however, inflation has not been a significant factor.

Critical Accounting Policies and Estimates

      Our significant accounting policies are more fully described in Note 2 of our consolidated financial statements. Certain of our accounting policies require the application of significant judgment by us in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. On an ongoing basis, we evaluate estimates, including those related to revenue recognition and sales commitments, valuation of goodwill, accounting for income taxes and defined benefit pension plan assumptions. We base our estimates on historical experience and assumptions believed to be reasonable under the circumstances. Those estimates form the basis for our judgments that affect the amounts reported in our financial statements. Ultimate results could differ from our estimates under different assumptions or conditions.

      Revenue Recognition and Sales Commitments. We recognize revenue as our products are shipped from our facilities to our customers, which is when title passes to the customer for substantially all of our sales. We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform. Once we enter into such agreements, fulfillment of our purchasing requirements is our obligation for the entire production life of the platform, with terms generally ranging from five to seven years, and we have no provisions to terminate such contracts. In certain instances, we may be committed under existing agreements to supply product to our customers at selling prices that are not sufficient to cover the direct cost to produce such product. In such situations, we record a liability for the estimated future amount of such losses. Such losses are recognized at the time that the loss is probable and reasonably estimable and are recorded at the minimum amount necessary to fulfill our obligations to our customers. The estimated amount of such losses was approximately $0.6 million at December 31, 2004. We believe such estimate is reasonable and we do not anticipate additional losses; however, any change in the estimate will result in a change in period income (loss). We are subjected to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies.

30

Customers continue to require their outside suppliers to guarantee or warrant their products and bear the cost of repair or replacement of such products. Depending on the terms under which we supplied products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products, when the product supplied did not perform as represented. Our policy is to reserve for estimated future customer warranty costs based on historical trends and current economic factors.

      Valuation of Goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives are no longer amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives. The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. We adopted SFAS No. 142 effective January 1, 2002.

      Upon adoption of SFAS No. 142, we completed step one of the transitional goodwill impairment test, using a combination of valuation techniques, including the discounted cash flow approach and the market multiple approach, for each of our three reporting units. Upon completion of the required assessments under SFAS No. 142, we determined that the fair market value of the goodwill assigned to two of our reporting units was lower than its book value, resulting in an after-tax transitional impairment charge of approximately $51.6 million. The write-off was recorded as a cumulative effect of a change in accounting principle in our consolidated statement of operations for the quarter ended March 31, 2002. Under the valuation techniques and approach applied by us in our SFAS No. 142 analysis, a change in certain key assumptions applied, such as the discount rate, projected future cash flows and mix of cash flows by geographic region could significantly impact the results of our assessment. The estimates we used are based upon reasonable and supportable assumptions and consider all available evidence. However, there is inherent uncertainty in estimating future cash flows and termination values.

      We perform impairment tests annually, during the second quarter, and whenever events or circumstances occur indicating that goodwill or other intangible assets might be impaired. Based upon our 2004 annual assessment, no impairment of goodwill was deemed to have occurred.

      Accounting for Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. In addition, tax expense includes the impact of differing treatment of items for tax and accounting purposes which result in deferred tax assets and liabilities which are included in our consolidated balance sheet. To the extent that recovery of deferred tax assets is not likely, we must establish a valuation allowance. Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. As of December 31, 2003, we had recorded a valuation allowance of $3.8 million. As of December 31, 2004, we determined that we no longer require a valuation allowance due to the likelihood of recovery in future periods. In the event that our actual results differ from our estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations. The net deferred tax asset as of December 31, 2004 was $14.1 million.

      Defined Benefit Pension Plan. We sponsor a defined benefit pension plan that covers certain of our hourly and salaried employees at our United Kingdom operations. Our policy is to make annual contributions to this plan to fund the normal cost as required by local regulations. In calculating obligation and expense, we are required to make certain actuarial assumptions. These assumptions include discount rate, expected long-term rate of return on plan assets and rates of increase in compensation. Our assumptions are determined based on current market conditions, historical information and consultation with and input from our actuaries. We have historically used December 31 as our annual measurement date. For 2004, we assumed a discount rate of 5.50% to determine our benefit obligations. Holding other variables constant (such as expected return on plan assets and rate of compensation increase), a one percentage point decrease in the discount rate would have increased our expense by $0.2 million and our benefit obligation by $8.1 million.

31

      We employ a building block approach in determining the expected long-term rate of return for plan assets, based on historical markets, long-term historical relationships between equities and fixed income investments and considering current market factors such as inflation and interest rates. Holding other variables constant (such as discount rate and rate of compensation increase) a one percentage point decrease in the expected long-term rate of return on plan assets would have increased our expense by $0.3 million. We expect to contribute approximately $1.2 million to our pension plans in 2005.

      We employ a total return investment approach in managing pension plan assets whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. At December 31, 2004, our pension assets were comprised of 52% equity securities, 25% debt securities and 23% other investments.

      While any negative impact of these Critical Accounting Policies would generally result in noncash charges to earnings, the severity of any charge and its impact on stockholders’ investment could adversely affect our borrowing agreements, cost of capital and ability to raise external capital. Our senior management has reviewed these Critical Accounting Policies with the audit committee of our board of directors, and the audit committee has reviewed its disclosure in this management discussion and analysis.

Recent Accounting Pronouncements

      In December 2003, the FASB issued SFAS No. 132R, a revision to SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits. SFAS No. 132R does not change the measurement or recognition related to pension and other postretirement plans required by SFAS No. 87, Employers’ Accounting for Pensions, SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, and retains the disclosure requirements contained in SFAS No. 132. SFAS No. 132R requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. SFAS No. 132R is effective for financial statements with fiscal years ending after December 15, 2003, with the exception of disclosure requirements related to foreign plans and estimated future benefit payments which are effective for fiscal years ending after June  15, 2004. We have adopted the new disclosure requirements as effective in 2004.

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs. This Statement requires that abnormal amounts of idle facility expense, freight, handling costs, and spoilage be recognized as current-period charges. The Statement also requires that fixed production overhead be allocated to conversion costs based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred by the Company beginning in fiscal year 2006. The Company is in the process of determining the impact adoption of this Statement will have on its results of operations.

      In December 2004, the FASB revised SFAS No. 123, Share Based Payment (SFAS No. 123R). This Statement supercedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, which resulted in no stock-based employee compensation cost related to stock options if the options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. SFAS No. 123R requires recognition of employee services provided in exchange for a share-based payment based on the grant date fair market value. The Company is required to adopt SFAS No. 123R as of July 1, 2005. As of the effective date, this Statement applies to all new awards issued as well as awards modified, repurchased, or cancelled. Additionally, for stock-based awards issued prior to the effective date, compensation cost attributable to future services will be recognized as the remaining service is rendered. The Company may also elect to restate prior periods by applying a modified retrospective method to periods prior to the effective date. The Company is in the process of determining which method of adoption it will elect as well as the potential impact on its consolidated financial statements upon adoption.

32

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

      We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We do enter into financial instruments, from time to time, to manage and reduce the impact of changes in foreign currency exchange rates and interest rates and to hedge a portion of future anticipated currency transactions of our United Kingdom operations. The counterparties are major financial institutions.

      We manage our interest rate risk by balancing the amount of our fixed rate and variable rate debt and through the use of interest rate protection agreements. The objective of the interest rate protection agreements is to more effectively balance our borrowing costs and interest rate risk and reduce financing costs. For fixed rate debt, interest rate changes affect the fair market value of such debt but do not impact earnings or cash flows. Conversely for variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. At December 31, 2004, all of our debt was variable rate debt. Holding other variables constant (such as foreign exchange rates and debt levels), a one percentage point change in interest rates would be expected to have an impact on pre-tax earnings and cash flows for the next year of approximately $0.4 million. The impact on the fair market value of our debt at December 31, 2004 would have been insignificant.

      At December 31, 2004, we had no interest protection agreements outstanding. Outstanding foreign currency forward exchange contracts at December 31, 2004 are more fully described in the notes to our financial statements included elsewhere in this filing. The fair value of these contracts at December 31, 2004 amounted to a net asset of $0.5 million, which is reflected in other assets in our condensed December 31, 2004 balance sheet. None of these contracts have been designated as cash flow hedges; thus, the change in fair value at each reporting date is reflected as a noncash charge (income) in our statement of operations. We may designate future forward exchange contracts as cash flow hedges.

Foreign Currency Risk

      Foreign currency risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. We use forward exchange contracts to hedge foreign currency translation exposures of our United Kingdom operations. We estimate our projected revenues and purchases in certain foreign currencies or locations, and will hedge a portion or all of the anticipated long or short position. The contracts typically run from three months up to three years. These contracts are marked-to-market and the fair value is included in assets (liabilities) in our balance sheets, with the offsetting noncash gain or loss included in our statements of operations. We do not hold or issue foreign exchange options or forward contracts for trading purposes.

      Our primary exposures to foreign currency exchange fluctuations are pound sterling/ Eurodollar and pound sterling/ Japanese yen. At December 31, 2004, the potential reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive instruments would not have been significant. The foreign currency sensitivity model is limited by the assumption that all of the foreign currencies to which we are exposed would simultaneously decrease by 10% because such synchronized changes are unlikely to occur. The effects of the forward exchange contracts have been included in the above analysis; however, the sensitivity model does not include the inherent risks associated with the anticipated future transactions denominated in foreign currency.

33

Foreign Currency Transactions

      A significant portion of our revenues during the year ended December 31, 2004 were derived from manufacturing operations outside of the United States. The results of operations and the financial position of our operations in these other countries are principally measured in their respective currency and translated into U.S. dollars. A significant portion of the expenses generated in these countries is in currencies different from which revenue is generated. As discussed above, from time to time, we enter into forward exchange contracts to mitigate a portion of this currency risk. The reported income of these subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency.

      A significant portion of our assets at December 31, 2004 are based in our foreign operations and are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each period, with the effect of such translation reflected as a separate component of stockholders’ investment. Accordingly, our stockholders’ investment will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currency.

34

Item 8. Financial Statement and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		36
Consolidated Balance Sheets as of December 31, 2003 and 2004		37
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004		38
Consolidated Statements of Stockholders’ Investment for the years ended December 31, 2002, 2003 and 2004		39
Consolidated Statements of Cash Flows for the years ended December 2002, 2003 and 2004		40
Notes to Consolidated Financial Statements		41

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Commercial Vehicle Group, Inc.

      We have audited the accompanying consolidated balance sheets of Commercial Vehicle Group, Inc. and Subsidiaries (the “Company”) (formerly Bostrom Holding, Inc., a Delaware corporation) as of December 31, 2004 and 2003 and the related consolidated statements of operations, stockholders’ investment, and cash flows for each of the three years in the period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Commercial Vehicle Group, Inc. and Subsidiaries as of December 31, 2003 and 2004 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

March 3, 2005

36

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2004

				2003			2004
				(In thousands)
				(except share amounts)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	3,486		$	1,396
	Accounts receivable, net of reserve for doubtful accounts of $2,530 and $2,681, respectively				40,211			46,267
	Inventories				29,667			36,936
	Prepaid expenses and other current assets				3,754			6,081
	Deferred income taxes				5,995			8,201
		Total current assets			83,113			98,881
PROPERTY, PLANT AND EQUIPMENT:
	Land and buildings				15,075			12,949
	Machinery and equipment				56,697			64,205
	Construction in progress				1,462			3,764
	Less accumulated depreciation				(39,742	)		(47,953	)
			Property, plant and equipment — net		33,492			32,965
GOODWILL					82,872			84,715
DEFERRED INCOME TAXES					9,011			5,901
OTHER ASSETS, net of accumulated amortization of $1,098 and $328, respectively					2,007			3,176
				$	210,495		$	225,638
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt			$	15,231		$	4,884
	Accounts payable				23,310			33,846
	Accrued liabilities				16,356			18,424
		Total current liabilities			54,897			57,154
LONG-TERM DEBT, net of current maturities					101,204			49,041
SUBORDINATED DEBT DUE TO RELATED PARTIES					11,039			—
OTHER LONG-TERM LIABILITIES					8,549			8,397
		Total liabilities			175,689			114,592
COMMITMENTS AND CONTINGENCIES (Notes 4, 8, 10, 11, and 12) STOCKHOLDERS’ INVESTMENT:
	Common stock $.01 par value; 30,000,000 shares authorized; 17,987,497 shares issued and outstanding				138			180
	Additional paid-in capital				76,803			123,660
	Retained earnings (accumulated deficit)				(43,028	)		(15,454	)
	Stock subscription receivable				(430	)		(175	)
	Accumulated other comprehensive income				1,323			2,835
		Total stockholders’ investment			34,806			111,046
				$	210,495		$	225,638

See notes to consolidated financial statements.

37

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2002, 2003, and 2004

			2002			2003		2004
			(In thousands)
REVENUES			$	298,678		$	287,579	$	380,445
COST OF SALES				249,181			237,884		309,696
		Gross profit		49,497			49,695		70,749
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				23,952			24,281		28,985
NONCASH OPTION ISSUANCE CHARGE				—			—		10,125
AMORTIZATION EXPENSE				122			185		107
		Operating income		25,423			25,229		31,532
(GAIN) LOSS ON FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS				1,098			3,230		(1,247	)
INTEREST EXPENSE				12,940			9,796		7,244
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—			2,972		1,605
		Income before provision for income taxes and cumulative effect of change in accounting		11,385			9,231		23,930
PROVISION FOR INCOME TAXES				5,235			5,267		6,481
		Income before cumulative effect of change in accounting		6,150			3,964		17,449
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING				(51,630	)		—		—
NET INCOME (LOSS)			$	(45,480	)	$	3,964	$	17,449
BASIC EARNINGS (LOSS) PER SHARE:
	Net income before cumulative effect of change in accounting		$	0.45		$	0.29	$	1.13
	Cumulative effect of change in accounting			(3.74	)		—		—
	Net income (loss)		$	(3.29	)	$	0.29	$	1.13
DILUTED EARNINGS (LOSS) PER SHARE:
	Net income before cumulative effect of change in accounting		$	0.44		$	0.29	$	1.12
	Cumulative effect of change in accounting			(3.70	)		—		—
	Net income (loss)		$	(3.26	)	$	0.29	$	1.12

See notes to consolidated financial statements.

38

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

Years Ended December 31, 2002, 2003, and 2004

																		Accumulated
															Retained			Other
				Common Stock					Stock			Additional			Earnings			Comprehensive
									Subscription			Paid-In			(Accumulated			Income
				Shares			Amount		Receivable			Capital			Deficit)			(Loss)			Total
				(In thousands, except share data)
BALANCE — December 31, 2001					13,843,286		$	138	$	(691	)	$	77,010		$	(1,512	)	$	(2,032	)	$	72,913
	Repurchase of common stock — net				(64,687	)		—		261			(207	)		—			—			54
	Net loss				—			—		—			—			(45,480	)		—			—
	Other comprehensive income (loss):
		Currency translation adjustment			—			—		—			—			—			1,272			—
		Fair value of derivative instruments			—			—		—			—			—			584			—
		Additional minimum pension liability			—			—		—			—			—			(2,318	)		—
			Total comprehensive loss																			(45,942	)
BALANCE — December 31, 2002					13,778,599			138		(430	)		76,803			(46,992	)		(2,494	)		27,025
	Net income				—			—		—			—			3,964			—			—
	Other comprehensive income:
		Currency translation adjustment			—			—		—			—			—			2,819			—
		Fair value of derivative instruments			—			—		—			—			—			529			—
		Additional minimum pension liability			—			—		—			—			—			469			—
			Total comprehensive income																			7,781
BALANCE — December 31, 2003					13,778,599			138		(430	)		76,803			(43,028	)		1,323			34,806
	Net income				—			—		—			—			17,449			—			—
	Issuance of common stock				4,259,772			42		—			46,857			—			—			46,899
	Repurchase of common stock				(50,874	)		—		255			—			—			—			255
	Stock options issued				—			—		—			—			10,125			—			10,125
	Other comprehensive income:
		Currency translation adjustment			—			—		—			—			—			2,056			—
		Additional minimum pension liability			—			—		—			—			—			(544	)		—
			Total comprehensive income																			18,961
BALANCE — December 31, 2004					17,987,497		$	180	$	(175	)	$	123,660		$	(15,454	)	$	2,835		$	111,046

See notes to consolidated financial statements.

39

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2002, 2003, and 2004

					2002			2003			2004
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	(45,480	)	$	3,964		$	17,449
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				8,682			8,106			7,567
		Noncash amortization of debt financing costs				647			498			522
		Noncash option issuance charge				—			—			10,125
		Loss on early extinguishment of debt				—			2,151			1,031
		Deferred income tax provision				4,267			1,299			1,340
		Noncash (gain) loss on forward exchange contracts				1,098			3,230			(1,291	)
		Cumulative effect of change in accounting				51,630			—			—
		Noncash interest expense on subordinated debt				525			756			481
		Change in other operating items:
			Accounts receivable			205			(9,215	)		(4,744	)
			Inventories			(144	)		1,205			(6,243	)
			Prepaid expenses and other current assets			1,417			185			(2,360	)
			Accounts payable and accrued liabilities			(2,993	)		(5,278	)		11,383
			Other assets and liabilities			(1,682	)		3,541			(1,083	)
				Net cash provided by operating activities		18,172			10,442			34,177
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures					(4,937	)		(5,967	)		(8,907	)
				Net cash used in investing activities		(4,937	)		(5,967	)		(8,907	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock — net					54			—			47,105
	Repayment of revolving credit facility					(84,093	)		(75,308	)		(80,575	)
	Borrowings under revolving credit facility					80,665			79,335			58,092
	Long-term borrowings					469			—			66,061
	Repayments of long-term borrowings					(14,347	)		(6,768	)		(116,031	)
	Proceeds from issuance (repayment) of subordinated debt					2,500			—			(3,112	)
	Payments on capital leases					(73	)		(20	)		(15	)
	Debt issuance costs and other — net					—			—			48
				Net cash used in financing activities		(14,825	)		(2,761	)		(28,427	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						82			135			1,067
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(1,508	)		1,849			(2,090	)
CASH AND CASH EQUIVALENTS:
	Beginning of year					3,145			1,637			3,486
	End of year				$	1,637		$	3,486		$	1,396
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest				$	11,121		$	8,533		$	7,564
	Cash paid for income taxes — net				$	119		$	157		$	2,767

See notes to consolidated financial statements.

40

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2002, 2003 and 2004

1. Organization and Background

      Commercial Vehicle Group, Inc. and Subsidiaries (“CVG” or the “Company”) (formerly Bostrom Holding, Inc., a Delaware corporation) designs and manufactures seat and seating systems, cab and trim systems, mirrors, wipers and controls for the North American heavy truck and specialty transportation markets. In addition, the Company manufactures seat systems for the worldwide construction and agriculture vehicle markets. The Company has operations located in Indiana, North Carolina, Ohio, Oregon, Tennessee, Virginia, Washington, Australia, Belgium, China, Sweden and the United Kingdom.

      The Company was formed on August 22, 2000. On October 6, 2000, the Company acquired the assets of Bostrom plc in exchange for $83.6 million in cash and assumption of certain liabilities (the “Acquisition”). The source of the cash consisted of $49.8 million of debt and $33.8 million of equity. The Company had no operations prior to October 6, 2000.

      The Acquisition was accounted for using the purchase method of accounting. Accordingly, the assets acquired and liabilities assumed by the Company were recorded at fair value as of the date of the Acquisition. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill.

      On March 28, 2003, the Company and Commercial Vehicle Systems Holdings, Inc. (“CVS”) entered into an Agreement and Plan of Merger whereby a subsidiary of the Company was merged into CVS. The holders of the outstanding shares of CVS received, in exchange, shares of the Company on a one-for-one basis resulting in the issuance of 4,870,228 shares of common stock. On May 20, 2004, the Company and Trim Systems, Inc. (“Trim”) entered into an Agreement and Plan of Merger whereby a subsidiary of the Company was merged into Trim (the CVS and Trim mergers are collectively referred to as the “Mergers”). On August 2, 2004, the Trim merger was effected. The holders of the outstanding shares of Trim received, in exchange, shares of the Company on a .099-for-one basis resulting in the issuance of 2,769,567 shares of common stock. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, the Mergers were accounted for as a combination of entities under common control. Thus, the accounts of CVS, Trim, and the Company were combined based upon their respective historical bases of accounting. The financial statements reflect the combined results of the Company, CVS and Trim as if the Mergers had occurred as of the beginning of the earliest period presented.

      On August 4, 2004, the Company reclassified all of its existing classes of common stock into one class of common stock and in connection therewith effected a 38.991-to-one stock split. The stock split has been reflected in the share and per share amounts for all periods presented.

      On August 10, 2004, the Company completed its initial public offering of common stock at a price of $13.00 per share. Of the total shares offered, 3,125,000 were sold by the Company and 6,125,000 were sold by certain selling stockholders. Net proceeds to the Company of approximately $34.6 million were used to repay outstanding indebtedness.

      On August 23, 2004, the underwriters, pursuant to their overallotment option, purchased an additional 1,034,500 shares of common stock resulting in net proceeds of approximately $12.6 million to the Company, which was used to further reduce outstanding indebtedness and for general corporate purposes.

2. Significant Accounting Policies

      Principles of Consolidation — The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

41

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which approximates fair value.

      Inventories — Inventories are valued at the lower of first-in, first-out (“FIFO”) cost or market. Cost includes applicable material, labor and overhead. Inventories consisted of the following as of December 31 (in thousands):

	2003		2004
Raw materials	$	21,664	$	27,645
Work in process		1,781		2,111
Finished goods		6,222		7,180
	$	29,667	$	36,936

      Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based primarily on the Company’s estimated production requirements driven by current market volumes. Excess and obsolete provisions may vary by product depending upon future potential use of the product.

      Property, Plant and Equipment — Property, plant and equipment are recorded at cost. For financial reporting purposes, depreciation is provided using the straight-line method over the following estimated useful lives:

Buildings and improvements	15 to 40  years
Machinery and equipment	3 to 20 years
Tools and dies	5 years
Computer hardware and software	3 years

      Accelerated depreciation methods are used for tax reporting purposes.

      Maintenance and repairs are charged to expense as incurred. Major betterments and improvements which extend the useful life of the related item are capitalized and depreciated. The cost and accumulated depreciation of property, plant and equipment retired or otherwise disposed of are removed from the related accounts, and any residual values after considering proceeds are charged or credited to income.

      The Company follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which provides a single accounting model for impairment of long-lived assets. The Company had no impairments during 2002, 2003, or 2004.

      Other Assets — Other assets principally consist of debt financing costs of approximately $1.2 million at December 31, 2003 and $2.0 million at December 31, 2004, which are being amortized over the term of the related obligations.

      Goodwill — Goodwill represents the excess of acquisition purchase price over the fair value of net assets acquired, which prior to the adoption on January 1, 2002, of SFAS No. 142, Goodwill and Intangible Assets, was being amortized on a straight-line basis over 40 years. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized, but reviewed annually, or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives, but with no maximum life.

      Upon adoption of SFAS No. 142 on January 1, 2002, the Company completed step one of the transitional goodwill impairment test, using a combination of valuation techniques, including the discounted cash flow approach and the market multiple approach, for each of its reporting units.

42

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Upon completion of the required assessments under SFAS No. 142, it was determined that the fair market value of its North America reporting unit was lower than its book value, resulting in a transitional impairment charge of approximately $51.6 million in 2002. The write-off was recorded as a cumulative effect of a change in accounting, net of tax benefit of $9.3 million related to the tax benefit on the deductible portion of the goodwill, in the Company’s consolidated statement of operations for the year ended December 31, 2002. The Company will also perform impairment tests annually and whenever events or circumstances occur indicating that goodwill or other intangible assets might be impaired. Based upon the Company’s assessments performed during 2004, no impairment of goodwill was deemed to have occurred.

      The change in the carrying amount of goodwill for the years ended December 31, 2003 and 2004, for the Company’s reporting units, are as follows (in thousands):

		North		All Other
		America		Countries		Total
Balance — December 31, 2002		$	60,294	$	20,330	$	80,624
	Currency translation adjustment		—		2,248		2,248
Balance — December 31, 2003			60,294		22,578		82,872
	Currency translation adjustment		—		1,843		1,843
Balance — December 31, 2004		$	60,294	$	24,421	$	84,715

      Other Long-term Liabilities — Other long-term liabilities consisted of the following as of December 31 (in thousands):

	2003		2004
Pension liability	$	3,609	$	4,662
Facility closure and consolidation costs		932		423
Forward contracts		815		—
Postretirement medical benefit plan		620		538
Loss contracts		473		75
Other		2,100		2,699
	$	8,549	$	8,397

      Revenue Recognition — The Company recognizes revenue as its products are shipped from its facilities to its customers which is when title passes to the customer for substantially all sales. In certain circumstances, the Company may be committed under existing agreements to supply product to its customers at selling prices that are not sufficient to cover the direct cost to produce such product. In such situations, the Company records a liability for the estimated future amount of such losses. Such losses are recognized at the time that the loss is probable and reasonably estimable and are recorded at the minimum amount necessary to fulfill the Company’s obligations to its customers. The estimated amounts of such losses were approximately $1.5 million at December 31, 2003 and $0.6 million at December 31, 2004. These amounts are recorded within accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheets.

      Warranty — The Company is subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Customers continue to require their outside suppliers to guarantee or warrant their products and bear the cost of repair or replacement of such products. Depending on the terms under which the Company supplies products to its customers, a customer may hold the Company responsible for some or all of the repair or replacement costs of defective products,

43

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

when the product supplied did not perform as represented. The Company’s policy is to reserve for estimated future customer warranty costs based on historical trends and current economic factors. The following presents a summary of the warranty provision for the years ended December 31 (in thousands):

		2003			2004
Balance — Beginning of the year		$	2,600		$	1,999
	Additional provisions recorded		863			1,813
	Deduction for payments made		(1,420	)		(1,433	)
	Currency translation adjustment		(44	)		29
Balance — End of year		$	1,999		$	2,408

      Income Taxes — The Company accounts for income taxes following the provisions of SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using currently enacted tax rates.

      Comprehensive Income (Loss) — The Company follows the provisions of SFAS No. 130, Reporting Comprehensive Income, which established standards for reporting and display of comprehensive income and its components. Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. For the Company, comprehensive income (loss) represents net income (loss) adjusted for foreign currency translation adjustments, minimum pension liability and the deferred gain (loss) on certain derivative instruments utilized to hedge certain of the Company’s interest rate exposures. In accordance with SFAS No. 130, the Company has chosen to disclose comprehensive income (loss) in the consolidated statements of stockholders’ investment. The components of accumulated other comprehensive income (loss) consisted of the following as of December 31 (in thousands):

	2003			2004
Foreign currency translation adjustment	$	3,172		$	5,228
Minimum pension liability		(1,849	)		(2,393	)
	$	1,323		$	2,835

      Accounting for Derivative Instruments and Hedging Activities — The Company follows the provisions of SFAS No. 133, Derivative Instruments and Hedging Activities, as amended, which requires every derivative instrument, including certain derivative instruments embedded in other contracts, to be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains or losses to offset related results on the hedged item in the statement of operations and requires that a company formally document, designate and assess the effectiveness of transactions that receive hedge accounting. In accordance with SFAS No. 133, the Company recorded the fair value of the interest rate collar and interest rate swaps described in Note 6 as a liability at December 31, 2002, with an offsetting adjustment to accumulated other comprehensive income (loss), as the interest rate collar and interest rate swaps were cash flow hedges. The interest rate collar and interest rate swap contracts were cancelled or expired at various dates through the end of 2003.

      Fair Value of Financial Instruments — At December 31, 2004, the Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt, unless otherwise noted. The carrying value of these instruments approximates fair value as a

44

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments, except as disclosed in Note 6.

      Foreign Currency Translation — The functional currency of the Company is the U.S. dollar. Assets and liabilities of the Company’s foreign operations are translated using the year-end rates of exchange. Results of operations are translated using the average rates prevailing throughout the period. Translation gains or losses are accumulated as a separate component of stockholders’ investment.

      Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates are used for such items as allowance for doubtful accounts, inventory reserves, warranty, pension and post retirement benefit liabilities, contingent liabilities, goodwill impairment and depreciable lives of property and equipment. Ultimate results could differ from those estimates.

      Foreign Currency Forward Exchange Contracts — The Company uses forward exchange contracts to hedge certain of its foreign currency transaction exposures of its foreign operations. The Company estimates its projected revenues and purchases in certain foreign currencies or locations, and will hedge a portion or all of the anticipated long or short position. The contracts typically run from three months up to three years. These contracts are marked-to-market and the fair value is included in assets (liabilities) in the consolidated balance sheets, with the offsetting noncash gain or loss included in the consolidated statements of operations. The Company does not hold or issue foreign exchange options or forward contracts for trading purposes. The following table summarizes the notional amount of the Company’s open foreign exchange contracts at December 31, 2004 (in thousands):

		December 31, 2004
		Local Currency						U.S. $ Equivalent
		Amount			U.S. $ Equivalent			Fair Value
Commitments to buy (sell) currencies:
	U.S. dollar		(192	)	$	(192	)	$	(192	)
	Eurodollar		54,910			74,543			76,617
	Swedish krona		21,250			3,141			3,232
	Japanese yen		3,875,000			42,708			40,087
	Australian dollar		4,250			3,316			3,295

      The difference between the U.S. $ equivalent and U.S. $ equivalent fair value of approximately $0.5 million is included in other assets in the consolidated balance sheet at December 31, 2004.

      Recently Issued Accounting Pronouncements — In December 2003, the FASB issued SFAS No. 132R, a revision to SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits. SFAS No. 132R does not change the measurement or recognition related to pension and other postretirement plans required by SFAS No. 87, Employers’ Accounting for Pensions, SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, and retains the disclosure requirements contained in SFAS No. 132. SFAS No. 132R requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. SFAS No. 132R is effective for financial statements with fiscal years ending after December 15, 2003, with the exception of disclosure requirements related to foreign plans and estimated future benefit payments which are effective for fiscal years ending after June 15, 2004. The Company has included the required disclosures in Note 12 to the

45

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consolidated financial statements. The adoption of SFAS No. 132R did not impact the Company’s consolidated balance sheet or results of operations.

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs. This Statement requires that abnormal amounts of idle facility expense, freight, handling costs, and spoilage be recognized as current-period charges. The Statement also requires that fixed production overhead be allocated to conversion costs based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred by the Company beginning in fiscal year 2006. The Company is in the process of determining the impact adoption of this Statement will have on its results of operations.

      In December 2004, the FASB revised SFAS No. 123, Share Based Payment (SFAS No 123R). This Statement supercedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, which resulted in no stock-based employee compensation cost related to stock options if the options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. SFAS No. 123R requires recognition of employee services provided in exchange for a share-based payment based on the grant date fair market value. The Company is required to adopt SFAS No. 123R as of July 1, 2005. As of the effective date, this Statement applies to all new awards issued as well as awards modified, repurchased, or cancelled. Additionally, for stock-based awards issued prior to the effective date, compensation cost attributable to future services will be recognized as the remaining service is rendered. The Company may also elect to restate prior periods by applying a modified retrospective method to periods prior to the effective date. The Company is in the process of determining which method of adoption it will elect as well as the potential impact on its consolidated financial statements upon adoption.

3. Accrued Liabilities

      Accrued liabilities consisted of the following as of December 31 (in thousands):

	2003		2004
Compensation and benefits	$	7,121	$	8,041
Warranty costs		1,999		2,408
Product liability		721		340
Interest		1,341		202
Income and other taxes		521		2,215
Facility closure and consolidation costs		475		278
Freight		254		412
Loss contracts		1,010		486
Other		2,914		4,042
	$	16,356	$	18,424

4. Stockholders’ Investment

      Common Stock — The authorized capital stock of the Company consists of 30,000,000 shares of common stock with a par value of $0.01 per share. In August, 2004, the Company reclassified all of its existing classes of common stock, which effectively resulted in a 38.991-to-one stock split. The stock split has been reflected in the share and per share amounts for all periods presented.

      Preferred Stock — The authorized capital stock of the Company consists of 5,000,000 shares of preferred stock with a par value of $0.01 per share, with no shares outstanding as of December 31, 2004.

46

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Earnings Per Share — Basic earnings (loss) per share was computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. In accordance with SFAS No. 128, an entity that reports a discontinued operation, an extraordinary item, or the cumulative effect of an accounting change in a period shall use income from continuing operations, (before the cumulative effect of an accounting change) as the control number in determining whether potential common shares are dilutive or antidilutive. As a result, diluted earnings (loss) per share, and all other diluted per share amounts presented, were computed utilizing the same number of potential common shares used in computing the diluted per share amount for income before cumulative effect on change in accounting, regardless if those amounts were antidilutive to their respective basic per share amounts. Diluted earnings per share for 2002, 2003 and 2004 includes the effects of outstanding stock options and warrants using the treasury stock method (in thousands, except per share amounts):

	2002			2003		2004
Net income (loss) applicable to common stockholders — basic and diluted	$	(45,480	)	$	3,964	$	17,449
Weighted average number of common shares outstanding		13,827			13,779		15,429
Dilutive effect of outstanding stock options after application of the treasury stock method		104			104		194
Dilutive shares outstanding		13,931			13,883		15,623
Basic earnings (loss) per share	$	(3.29	)	$	0.29	$	1.13
Diluted earning (loss) per share	$	(3.26	)	$	0.29	$	1.12

      Stock Options and Warrants — In 1998, the Company issued options to purchase 57,902 shares of common stock at $9.43 per share, which are exercisable through December 2008, in connection with an acquisition. None of the initially granted options have been exercised as of December 31, 2004. The options were granted at an exercise price determined to be at or above fair value on the date of grant. In addition, the Company had outstanding warrants to purchase 136,023 shares of common stock at $3.42 per share, which were exercised in conjunction with the Company’s initial public offering in August 2004.

      In May 2004, the Company granted options to purchase 910,869 shares of common stock at $5.54 per share. These options have a ten year term, with 50% of such options being immediately exercisable and the remaining 50% becoming exercisable ratably on June 30, 2005 and June 30, 2006. During June 2004, the Company modified the terms of these options to be 100% vested immediately. The Company recorded a noncash compensation charge of $10.1 million, equal to the difference between $5.54 and the estimated fair market value.

      In October 2004, the Company granted options to purchase 598,950 shares of common stock at $15.84 per share. The options were granted at an exercise price determined to be at or above fair value on the date of grant. These options have a ten year life and vest equally over a 3 year period. Had compensation cost for these plans been determined as required under SFAS No. 123, the impact to 2004 net income would have been approximately $0.1 million and basic and diluted earnings per share would remain unchanged.

      Repurchase of Common Stock — During 2002 and 2004, the Company repurchased 64,687 and 50,874 shares of common stock from certain stockholders at an average price of $3.24 and $4.78 per share, respectively.

      Dividends — The Company has not declared or paid any cash dividends in the past. The Company’s credit agreement prohibits the payment of cash dividends.

47

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Restructuring and Integration

      Restructuring — In 2000, the Company recorded a $5.6 million restructuring charge as part of its cost and efficiency initiatives, closing two manufacturing facilities, two administrative centers, and reorganizing its manufacturing and administrative functions. Approximately $1.7 million of the charge was related to employee severance and associated benefits for the 225 terminated employees, approximately $2.6 million related to lease and other contractual commitments associated with the facilities, and approximately $1.3 million of asset impairments related to the write-down of assets. All employees were terminated by 2001. The contractual commitments continue through mid-2005.

      In 2001, the Company continued its cost and efficiency initiatives and closed a third manufacturing facility. Of the total $0.4 million restructuring charge, approximately $0.1 million related to employee severance and associated benefits for 77 employees and approximately $0.3 million related to lease and other contractual commitments associated with the facility. All employees were terminated by 2002. The contractual commitments continue through 2008.

      A summary of restructuring activities for the years ended December 31, 2004 is as follows (in thousands):

					Facility Exit
		Employee			and Other
		Costs			Contractual Costs			Total
Balance — December 31, 2002		$	98		$	1,177		$	1,275
	Usage/cash payments		(98	)		(390	)		(488	)
Balance — December 31, 2003			—			787			787
	Usage/cash payments		—			(509	)		(509	)
Balance — December 31, 2004		$	—		$	278		$	278

      Integration — In connection with the acquisitions of Bostrom plc and the predecessor to CVS, facility consolidation plans were designed and implemented to reduce the cost structure of the Company and to better integrate the acquired operations. Purchase liabilities recorded as part of the acquisitions included approximately $3.3 million for costs associated with the shutdown and consolidation of certain acquired facilities and severance and other contractual costs. At December 31, 2004, the Company had principally completed its actions under these plans, other than certain contractual commitments, which continue through 2008. Summarized below is the activity related to these actions (in thousands):

					Facility Exit
		Employee			and Other
		Costs			Contractual Costs			Total
Balance — December 31, 2002		$	10		$	680		$	690
	Usage/cash payments		(10	)		(60	)		(70	)
Balance — December 31, 2003			—			620			620
	Usage/cash payments		—			(197	)		(197	)
Balance — December 31, 2004		$	—		$	423		$	423

48

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Debt

      Debt consisted of the following at December 31 (in thousands):

	2003		2004
Revolving credit facilities, bore interest at a weighted average rate of 5.9% as of December 31, 2003 and 7.0% as of December 31, 2004	$	26,530	$	4,566
Term loans, with principal and interest payable quarterly, bore interest at a weighted average rate of 5.2% as of December 31, 2003 and 6.5% as of December 31, 2004		80,195		42,857
Sterling loan notes		3,193		—
Other		6,517		6,502
		116,435		53,925
Less current maturities		15,231		4,884
	$	101,204	$	49,041

      Future maturities of debt as of December 31, 2004 are as follows (in thousands):

Year Ending December 31
2005	$	4,884
2006		12,226
2007		7,094
2008		8,504
2009		14,081
Thereafter		7,136

      Credit Agreement — The Company’s senior credit agreement consists of a revolving credit facility of $40 million and term loans of $65 million, of which approximately $40.0 million expires in July 2009 and approximately $65.0 million expires in July 2010. Quarterly repayments are required under the term loans. Borrowings bear interest at various rates plus a margin based on certain financial ratios of the Company, as defined. The senior credit agreement contain various restrictive covenants, including limiting indebtedness, investments and cash dividends, and also requires the maintenance of certain financial ratios, including fixed charge coverage and funded debt to EBITDA. Compliance with respect to these covenants as of December 31, 2004 was achieved. Borrowings under the senior credit agreements are secured by specifically identified assets of the Company, comprising, in total, substantially all assets of the Company. In addition, at December 31, 2004 the Company has outstanding letters of credit of approximately $2.8 million expiring through April 2008.

      The Credit Agreement provides the Company with the ability to denominate a portion of its borrowings in foreign currencies. As of December 31, 2004, $29.6 million of the term loans were denominated in U.S. dollars and $4.6 million of the revolving credit facility borrowings and $13.2 million of the term loans were denominated in British pounds sterling.

      During March 2003, in conjunction with the Company’s merger with CVS, the Company amended its credit agreement. Based on the provisions of EITF 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments, the Company wrote off the unamortized cost of its old and new fees paid to the financial institution and third party fees related to the then existing credit agreement as a loss on extinguishment of debt. The third party fees related to amended credit agreement were capitalized and are being amortized over the life of the amended credit agreement.

49

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Sterling Loan Notes — In conjunction with the acquisition of Bostrom plc, Sterling loan notes were issued in exchange for certain shares acquired by the Company. The notes bore interest at LIBOR and were due December 31, 2004. The Sterling loan notes were fully redeemed in November of 2004.

7. Subordinated Debt

      In June 2001, Onex Corporation, the controlling stockholder of the Company, and its affiliates (“Onex”) loaned the Company $7 million pursuant to a five-year promissory note. Interest, which was deferred in 2002 and 2003 and through August 10, 2004 was prime plus 1.25%. The promissory note was collateralized by all assets of the Company and its subsidiaries and was subject to an intercreditor agreement between the Company, certain of its lenders, and Onex. This loan plus accrued interest was repaid on August 10, 2004 with proceeds from the Company’s initial public offering.

      In September 2002, the Company issued subordinated debt in the amount of $2.5 million to its principal stockholders, including Onex. The debt bore interest at 12.0% and would have matured on September 30, 2006. Accrued interest over the term of the obligation was payable in kind (“PIK”) at maturity. Interest accrued during 2004 and added to principal was approximately $0.2 million. This debt plus PIK interest was repaid on August 10, 2004 with proceeds from the Company’s initial public offering.

8. Income Taxes

      Pretax income before the cumulative effect of change in accounting consisted of the following for the years ended December 31 (in thousands):

		2002		2003		2004
Domestic		$	7,795	$	3,966	$	17,996
Foreign			3,590		5,265		5,934
	Total	$	11,385	$	9,231	$	23,930

      A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 is as follows (in thousands):

		2002		2003			2004
Federal provision at statutory rate		$	3,871	$	3,139		$	8,136
U.S. tax on foreign income			—		1,411			779
Foreign provision in excess (less) than U.S. tax rate			403		563			(20	)
State taxes, net of federal benefit			899		304			1,087
Other			62		(150	)		307
Valuation allowance			—		—			(3,808	)
	Provision for income taxes	$	5,235	$	5,267		$	6,481

      The provision for income taxes for the years ended December 31 is as follows (in thousands):

		2002		2003		2004
Current		$	968	$	3,968	$	5,141
Deferred			4,267		1,299		1,340
	Provision for income taxes	$	5,235	$	5,267	$	6,481

50

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      A summary of deferred income tax assets and liabilities is as follows as of December 31 (in thousands):

			2003			2004
Current deferred tax assets:
		Accounts receivable	$	435		$	457
		Inventory		1,716			1,731
		Warranty costs		1,152			677
		Foreign exchange contracts		277			439
		Stock options		—			3,442
		Other accruals not currently deductible for tax purposes		2,415			1,455
	Net current deferred assets		$	5,995		$	8,201
	Noncurrent deferred tax assets:
		Amortization lives and methods	$	1,306		$	(1,837	)
		Pension obligation		1,655			1,906
		Net operating loss carryforwards		4,834			3,730
		Original issue discount		4,095			—
		Valuation allowance		(3,808	)		—
		Foreign tax credit carryforwards		700			1,694
		Other accruals not currently deductible for tax purposes		229			408
	Net noncurrent deferred tax assets		$	9,011		$	5,901

      As of December 31, 2004, the Company had approximately $8.3 million of federal and $23.1 million of state net operating loss carryforwards related to the Company’s U.S. operations. Utilization of these losses is subject to the tax laws of the applicable tax jurisdiction and the Company’s legal organizational structure, and may be limited by the ability of certain subsidiaries to generate taxable income in the associated tax jurisdiction. The Company’s net operating loss carryforwards expire beginning in 2015 and continue through 2023. In 2004, it was determined that the valuation allowance in place pertaining to net operating losses at December 31, 2003 was no longer necessary due to the likelihood of future recovery. The deferred income tax provision consists of the change in the deferred income tax assets, adjusted for the impact of the tax benefit on the cumulative effect of the change in accounting and the tax impact of certain of the other comprehensive income (loss) items. No provision has been made for U.S. income taxes related to undistributed earnings of the Company’s foreign subsidiaries that are intended to be permanently reinvested.

      The Company operates in multiple jurisdictions and is routinely under audit by federal, state, and international tax authorities. Exposures exist related to various filing positions which may require an extended period of time to resolve and may result in income tax adjustments by the taxing authorities. Reserves for these potential exposures have been established which represent management’s best estimate of the probable adjustments. On a quarterly basis, management evaluates the reserve amounts in light of any additional information and adjusts the reserve balances as necessary to reflect the best estimate of the probable outcomes. Management believes that the Company has established the appropriate reserve for these estimated exposures. However, actual results may differ from these estimates. The resolution of these matters in a particular future period could have an impact on the Company’s consolidated statement of operations and provision for income taxes.

51

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Segment Reporting

      The Company follows the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company is organized in two divisions based on the products that each division offers to OEM customers. Each division reports their results of operations, submits budgets, and makes capital expenditures requests to their operating decision-making group. This group consists of the president and chief executive officer, the general managers of the divisions, and the chief financial officer. The Company’s operating segments have been aggregated into one reportable segment, as the Company believes it meets the aggregation criteria of SFAS No. 131. The Company’s divisions, each with a separate general manager, are dedicated to providing components and systems to OEM customers. Each of the divisions demonstrates similar economic performance, mainly driven by production volumes of the customers which they service. All of the Company’s operations use similar manufacturing techniques and utilize common cost saving tools. These techniques include a continuous improvement program designed to reduce the Company’s overall cost base and to enable the Company to better handle heavy truck and specialty transportation market volume fluctuations.

      The following table presents revenues and long-lived assets for each of the geographic areas in which the Company operates (in thousands):

	Years Ended December 31,
	2002				2002				2002
			Long-lived				Long-lived				Long-lived
	Revenues		Assets		Revenues		Assets		Revenues		Assets
North America	$	229,706	$	31,977	$	201,132	$	28,787	$	272,460	$	26,918
All other countries		68,972		3,047		86,447		4,705		107,985		6,047
	$	298,678	$	35,024	$	287,579	$	33,492	$	380,445	$	32,965

      Revenues are attributed to geographic locations based on the location of product production.

      The following is a summary composition by product category of the Company’s revenues (in thousands):

		Years Ended December 31,
		2002		2003		2004
Seats and seating systems		$	136,632	$	148,916	$	202,469
Trim systems and components			96,000		76,864		106,172
Mirrors, wipers and controls			66,046		61,799		71,804
	Revenues from external customers	$	298,678	$	287,579	$	380,445

52

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Major Customers

      Customers that accounted for a significant portion of consolidated revenues for each of the three years in the period ended December 31, 2004 were as follows:

	Years Ended
	December 31,
	2002			2003			2004
PACCAR		26	%		26	%		28	%
Freightliner		22			18			17
International		8			8			9
Volvo/ Mack		7			4			6
Caterpillar		4			6			5

      As of December 31, 2003 and 2004, receivables from these customers represented 49% and 47% of total receivables, respectively.

11. Commitments and Contingencies

      401(k) Plans — The Company sponsors various 401(k) employee savings plans covering all eligible employees, as defined. Eligible employees can contribute on a pretax basis to the plan. In accordance with the terms of the 401(k) plans, the Company elects to match a certain percentage of the participants’ contributions to the plans, as defined. The Company recognized expense associated with these plans of approximately $380,000, $291,000 and $463,000 in 2002, 2003 and 2004, respectively.

      Leases — The Company leases office and manufacturing space and certain equipment under operating lease agreements that require it to pay maintenance, insurance, taxes and other expenses in addition to annual rentals. Of these lease rentals, approximately $0.5 million are included in the facility closure and consolidation cost reserve. The anticipated future lease costs are based in part on certain assumptions and estimates with respect to sublease income and the Company will continue to monitor these costs to determine if the estimates need to be revised in the future. Lease expense was approximately $3.9 million, $5.1 million and $5.6 million in 2002, 2003 and 2004, respectively. Future minimum annual rental commitments at December 31, 2004 under these leases are as follows (in thousands):

Year Ending December 31
2005	$	5,082
2006		3,910
2007		3,230
2008		2,939
2009		1,785
Thereafter		534

      Litigation — The Company is subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, product warranties, employment-related matters and environmental matters. Management believes that the Company maintains adequate insurance to cover these claims. The Company has established reserves for issues that are probable and estimatable in amounts management believes are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to the Company’s business will not have a material adverse impact on the consolidated financial

53

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

position, results of operations or cash flows of the Company; however, such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.

12. Defined Benefit Plan and Postretirement Benefits

      The Company sponsors a defined benefit plan that covers certain hourly and salaried employees in the United Kingdom. The Company’s policy is to make annual contributions to the plan to fund the normal cost as required by local regulations. In addition, the Company has an informal postretirement medical benefit plan for certain retirees and their dependents of the U.S. operations, and has recorded a liability for its estimated obligation under this plan. The postretirement medical benefit plan covers certain former employees and is no longer available to current employees.

      The change in benefit obligation, plan assets and funded status as of and for the years ended December 31, 2003 and 2004 consisted of the following (in thousands):

			2003						2004
						Post-						Post-
			Pension Plan			Retirement			Pension Plan			Retirement
			in Which			Benefits			in Which			Benefits
			Accumulated			Other			Accumulated			Other
			Benefits			Than			Benefits			Than
			Exceed Assets			Pensions			Exceed Assets			Pensions
Change in benefit obligation:
	Benefit obligation — Beginning of year		$	24,348		$	847		$	29,897		$	834
	Service cost			1,134			—			1,213			—
	Interest cost			1,640			48			1,879			39
	Plan participants’ contributions			463			—			514			—
	Actuarial (gain) loss			456			(14	)		2,628			(128	)
	Benefits paid			(1,015	)		(47	)		(996	)		(58	)
	Exchange rate changes			2,871			—			2,441			—
		Benefit obligation at end of year		29,897			834			37,576			687
Change in plan assets:
	Fair value of plan assets — Beginning of year			17,147			—			22,841			—
	Actual return on plan assets			3,172			—			2,973			—
	Employer contributions			1,177			—			1,200			58
	Plan participants’ contributions			463			—			514			—
	Benefits paid			(1,015	)		—			(996	)		(58	)
	Exchange rate changes			1,897			—			1,865			—
		Fair value of plan assets at end of year		22,841			—			28,397			0
	Funded status			(7,056	)		(834	)		(9,179	)		(687	)
	Unrecognized actuarial loss			6,617			214			8,407			86
	Adjustment to recognize minimum liability			(3,170	)		—			(3,890	)		—
Accrued benefit cost			$	(3,609	)	$	(620	)	$	(4,662	)	$	(601	)

      At December 31, 2003 and 2004, the Company was required to record a minimum pension liability of approximately $3.6 million and $4.7 million, respectively, which is included in other long-term liabilities and accumulated other comprehensive loss, net of tax, in the consolidated financial statements. The

54

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accumulated benefit obligation for the pension plan was $33.8 million at December 31, 2004 and $29.1 million at December 31, 2003.

      The following weighted-average assumptions were used to account for the plans:

	2003						2004
				Post-						Post-
				retirement						retirement
				Benefits						Benefits
	Pension			Other Than			Pension			Other Than
	Benefits			Pensions			Benefits			Pensions
Discount rate		5.75	%		6.00	%		5.50	%		5.75	%
Expected return on plan assets		7.50			N/A			7.50			N/A
Rate of compensation increase		3.00			N/A			3.20			N/A

      For measurement purposes, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2005. The rate was assumed to decrease gradually to 5.0% through 2010 and remain constant thereafter. Assumed health care cost trend rates can have a significant effect on the amounts reported for postretirement medical benefit plans. A one percentage-point change in assumed health care cost trend rates would not have had a material impact on total service and interest cost components or on the postretirement benefit obligation.

      The components of net periodic benefit cost for the years ended December 31, 2002, 2003 and 2004 are as follows (in thousands):

										Postretirement
										Benefits
	Pension Benefits									Other Than Pensions
	2002			2003			2004			2002		2003		2004
Service cost	$	1,048		$	1,134		$	1,213		$	—	$	—	$	—
Interest cost		1,465			1,640			1,879			46		48		39
Expected return on plan assets		(1,548	)		(1,451	)		(1,879	)		—		—		—
Recognized actuarial loss		115			385			285			—		—		—
Net periodic benefit cost	$	1,080		$	1,708			1,498		$	46	$	48	$	39

      The weighted average asset allocations of the Company’s U.K. pension assets at December 31, 2003 and 2004, by asset category, are as follows:

	Pension Benefits
	2003			2004
Equity securities		51	%		52	%
Debt securities		26			25
Other		23			23

      The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks as well as growth, value, and small and large capitalizations. Other assets such as real estate, private equity, and hedge funds are used judiciously to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner;

55

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews. The Company expects to contribute $1.2 million to its pension plan and $0.1 million to its postretirement medical benefit plan in 2005.

      The following table presents the Company’s projected benefit payments as of December 31, 2004 (in thousands):

Year	Pension		Post-Retirement
2005	$	570	$	64
2006		691		67
2007		770		69
2008		840		70
2009		974		70
Thereafter		7,125		283

13. Related Party Transactions

      In addition to the items discussed in Note 7, the following related party transactions occurred during the three years ended December 31, 2004:

•  The Company made payments of $1.0 million, $1.6 million and $1.1 million to Hidden Creek Industries, an affiliate of the Company, for financing and acquisition-related services in 2002, 2003 and 2004, respectively. These services are included in selling, general and administrative expenses in the consolidated statements of operations.

•  During the year ended December 31, 2002, the Company recognized revenues of approximately $1.8 million for the sale of design services to ASC, an affiliate of the Company.

•  In 2001, Onex acquired a one-third interest in the Company’s $66.0 million senior credit facility. Total interest expense related to the portion of this senior credit facility owned by Onex was approximately $1.0 million, $0.9 million and $0.5 million for the years ended December 31, 2002, 2003 and 2004, respectively. This debt plus accrued interest was repaid on August 10, 2004 in conjunction with the Company’s initial public offering and the Company’s new $105 million senior credit facility.

56

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14.     Quarterly Financial Data (Unaudited):

      The following is a condensed summary of actual quarterly results of operations for 2003 and 2004 (in thousands, except per share amounts):

											Basic			Diluted
								Net			Earnings			Earnings
			Gross		Operating			Income			(Loss)			(Loss) Per
	Revenues		Profit		Income			(Loss)			Per Share			Share(a)
2003:
First	$	66,383	$	10,155	$	4,149		$	(1,699	)	$	(0.12	)	$	(0.12	)
Second		71,408		12,151		6,302			1,521			0.11			0.11
Third		71,707		13,081		7,277			2,734			0.20			0.20
Fourth		78,081		14,307		7,500			1,407			0.10			0.10
2004:
First	$	85,990	$	15,487	$	7,954		$	5,549		$	0.40		$	0.40
Second		94,491		16,855		(164	)		(877	)		(0.06	)		(0.06	)(b)
Third		98,713		18,229		11,289			6,846			0.42			0.42
Fourth		101,252		20,178		12,453			5,931			0.33			0.32

(a) See Note 4 for discussion on the computation of diluted shares outstanding.

(b)  Includes $10,125 noncash compensation charge related to modification of vesting of options issued in May 2004.

      The sum of the per share amounts for the quarters does not equal the total for the year due to the application of the treasury stock method.

15. Subsequent Events

      On February 7, 2004 the Company acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems North American Commercial Vehicle Operations (“MVS”) for cash consideration of $107.5 million. MVS, whose products include frames and assemblies, sleeper boxes and other structural components, was the only non-captive producer of complete truck cabs for the commercial vehicle sector and has full service engineering and development capabilities. Products include cab frames and assemblies, sleeper boxes and other structural components. MVS customers include International, Volvo/ Mack and Freightliner. The acquisition of MVS adds manufacturing facilities in Norwalk and Shadyside, Ohio and Kings Mountain, North Carolina and a technical facility in the Detroit, Michigan area to the Company’s operations. For the year ended December 31, 2004, MVS recorded revenues of approximately $207 million and earnings before interest, taxes, depreciation and amortization of approximately $25 million. The acquisition of MVS was financed by an increase and amendment to our existing senior credit facility increasing our revolving credit facility from $40 million to $75 million and term loans from $65 million to $145 million.

57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Commercial Vehicle Group, Inc.

      We have audited the consolidated financial statements of Commercial Vehicle Group, Inc. and Subsidiaries (the “Company”) (formerly Bostrom Holding, Inc., a Delaware corporation) as of December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004, and have issued our report thereon dated March 3, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the Company’s method of accounting for goodwill and other intangible assets); such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of Commercial Vehicle Group, Inc. and Subsidiaries included in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

March 3, 2005

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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS

December 31, 2002, 2003, and 2004

Allowance for Doubtful Accounts:

      The transactions in the allowance for doubtful accounts for the years ended December 31, 2002, 2003, and 2004 were as follows (in thousands):

	2002			2003			2004
Balance — Beginning of the year	$	4,103		$	2,309		$	2,530
Provisions		(497	)		1,529			2,448
Utilizations		(1,454	)		(1,424	)		(2,390	)
Currency translation adjustment		157			116			93
Balance — End of the year	$	2,309		$	2,530		$	2,681

Additional Purchase Liabilities Recorded in Conjunction with Acquisitions:

      The transactions in the purchase liabilities account recorded in conjunction with acquisitions for the years ended December 31, 2002, 2003, and 2004 were as follows (in thousands):

	2002			2003			2004
Balance — Beginning of the year	$	1,868		$	690		$	620
Provisions		—			—
Utilizations		(1,178	)		(70	)		(197	)
Balance — End of the year	$	690		$	620		$	423

Facility Closure and Consolidation Costs:

      The transactions in the facility closure and consolidation costs account for the years ended December 31, 2002, 2003, and 2004 were as follows (in thousands):

	2002			2003			2004
Balance — Beginning of the year	$	2,197		$	1,275		$	787
Provisions		—			—			—
Utilizations		(922	)		(488	)		(509	)
Balance — End of the year	$	1,275		$	787		$	278

59

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

      There were no changes in or disagreements with accountants on accounting and financial disclosure.

Item 9A. Controls and Procedures

      As of the end of the period covered by this report, we performed an evaluation under the supervision and with the participation of our management including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective. There have been no changes in internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

      All information required to be reported on a Form 8-K has been reported on a Form 8-K.

PART III

Item 10. Directors and executive Officers of the Registrant

A. Directors of the Registrant

      The information required by Item 10 with respect to the directors is incorporated herein by reference to the section labeled “Election of Directors” which appears in CVG’s 2005 Proxy Statement.

B. Executive Officers

      The following table sets forth certain information with respect to our current directors and executive officers as of December 31, 2004.

Name	Age		Principal Position(s)
Scott D. Rued		48	Chairman and Director
Mervin Dunn		51	President, Chief Executive Officer and Director
Donald P. Lorraine		51	Managing Director — KAB Seating
Gerald L. Armstrong		43	President — CVG Americas
James F. Williams		58	Vice President of Human Resources
Chad M. Utrup		32	Vice President of Finance and Chief Financial Officer
David R. Bovee		55	Director
S.A. Johnson		64	Director
Eric J. Rosen		43	Director
Richard A. Snell		63	Director

      The following biographies describe the business experience of our executive officers and directors.

      Scott D. Rued has served as a Director since February 2001 and Chairman since April 2002. Since September 2003, Mr. Rued has served as a Managing Partner of Thayer Capital Partners. Prior to joining Thayer, Mr. Rued served as President and Chief Executive Officer of Hidden Creek from May 2000 to August 2003. From January 1994 through April 2000, Mr. Rued served as Executive Vice President and Chief Financial Officer of Hidden Creek. Mr. Rued is presently the Chairman and a Director of Dura Automotive Systems, Inc., a manufacturer of driver control systems, window systems and door systems for the global automotive industry.

60

      Mervin Dunn has served as our President and Chief Executive Officer since June 2002, and prior thereto served as the Vice President Manufacturing of Trim Systems, upon his joining us in October 1999. From 1998 to 1999, Mr. Dunn served as the President and Chief Executive Officer of Bliss Technologies, a heavy metal stamping company. From 1988 to 1998 Mr. Dunn served in a number of key leadership roles at Arvin Industries, including Vice President of Operating Systems (Arvin North America), Vice President of Quality, and President of Arvin Ride Control. From 1985 to 1988, Mr. Dunn held several key management positions in engineering and quality assurance at Johnson Controls Automotive Group, an automotive trim company, including Division Quality Manager. From 1980 to 1985, Mr. Dunn served in a number of management positions for engineering and quality departments of Hyster Corporation, a manufacturer of heavy lift trucks.

      Donald P. Lorraine has served as the Managing Director of KAB Seating since 1989, as Group Operations Director from 1986 to 1989, and as the Factory Manager of KAB Seating’s main manufacturing facility in the United Kingdom from 1983 to 1986. Prior to joining KAB Seating, Mr. Lorraine served in several different roles in production management for the domestic appliance division of Tube Investments, a United Kingdom engineering company.

      Gerald L. Armstrong has served as the President — CVG Americas since March 2003. From July 2002 to March 2003, Mr. Armstrong served as Vice President and General Manager of National Seating and KAB North America. Prior to joining us, Mr. Armstrong served from 1995 to 2000 and from 2000 to July 2002 as Vice President and General Manager, respectively, of Gabriel Ride Control Products, a manufacturer of shock absorbers and related ride control products for the automotive and light truck markets, and a wholly owned subsidiary of ArvinMeritor, Inc. Mr. Armstrong began his service with ArvinMeritor Inc., a manufacturer of automotive and commercial vehicle components, modules and systems in 1987, and served in various positions of increasing responsibility within its light vehicle original equipment and aftermarket divisions before starting at Gabriel Ride Control Products. Prior to 1987, Mr. Armstrong held various positions of increasing responsibility including Quality Engineer and Senior Quality Supervisor and Quality Manager with Schlumberger Industries and Hyster Corporation.

      James F. Williams has served as the Vice President of Human Resources since August 1999. Prior to joining us, Mr. Williams served as Corporate Vice President of Human Resources and Administration for SPECO Corporation from January 1996 to August 1999. From April 1984 to January 1996, Mr. Williams served in various key human resource management positions in General Electric’s Turbine, Lighting and Semi Conductor business. In addition, Mr. Williams served as Manager of Labor Relations and Personnel Services at Mack Trucks’ Allentown Corporate location from 1976 to 1984.

      Chad M. Utrup has served as the Vice President and Chief Financial Officer since January 2003, and prior thereto served as the Vice President of Finance at Trim Systems since 2000. Prior to joining us in February 1998, Mr. Utrup served as a project management group member at Electronic Data Systems, a systems integration and IT support company. While with Electronic Data Systems, Mr. Utrup’s responsibilities included implementing cost recovery and efficiency programs at various Delphi Automotive Systems support locations.

      David R. Bovee has served as a Director since October 2004. He has served as Vice President and Chief Financial Officer of Dura Automotive Systems, Inc. since January 2001 and from November 1990 to May 1997. From May 1997 until January 2001, Mr. Bovee served as Vice President of Business Development. Mr. Bovee also serves as Assistant Secretary for Dura. Prior to joining Dura, Mr. Bovee served as Vice President at Wickes in its Automotive Group from 1987 to 1990.

      S.A. (“Tony”) Johnson has served as a Director since September 2000. Mr. Johnson served as the Chairman of Hidden Creek from May 2001 to May 2004 and from 1989 to May 2001 was its Chief Executive Officer and President. Prior to forming Hidden Creek, Mr. Johnson served from 1985 to 1989 as Chief Operating Officer of Pentair, Inc., a diversified industrial company. Mr. Johnson is also Chairman and Director of Tower Automotive, Inc., and a Director of J.L. French Automotive Castings, Inc.

61

      Eric J. Rosen has served as a Director since August 2004. Mr. Rosen is Managing Director of Onex Investment Corp., an affiliate of Onex Corporation, a diversified industrial corporation, and has held that position since 1994. Mr. Rosen served as a Vice President of Onex Investment Corp. from 1989 to 1994. Prior thereto, Mr. Rosen was employed in the merchant banking group at Kidder, Peabody & Co. from 1987 to 1989. Mr. Rosen also currently serves as a Director of J.L. French Automotive Castings, Inc. and DRS Technologies, Inc.

      Richard A. Snell has served as a Director since August 2004. Mr. Snell has served as an Operating Partner at Thayer Capital Partners since 2003. Prior to joining Thayer, Mr. Snell served as Chairman and Chief Executive Officer of Federal-Mogul Corporation, an automotive parts manufacturer, from 1996 to 2000 and as Chief Executive Officer of Tenneco Automotive, also an automotive parts manufacturer. Mr. Snell currently serves on the board of Schneider National, Inc.

      There are no family relationships between any of CVG’s executive officers or directors.

C. Section 16(a) Beneficial Ownership Reporting Compliance

      The information required by Item 10 with respect to compliance with reporting requirements is incorporated herein by reference to the section labeled “Section 16(a) Beneficial Ownership Reporting Compliance” which appears in CVG’s 2005 Proxy Statement.

Item 11. Executive Compensation

      The information required by Item 11 is incorporated herein by reference to the sections labeled “Compensation of Directors” and “Executive Compensation” which appear in CVG’s 2005 Proxy Statement excluding information under the headings “Compensation Committee Report on Executive Compensation” and “Performance Graph.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The information required by Item 12 is incorporated herein by reference to the sections labeled “Ownership of CVG Common Stock” and “Equity Compensation Plans,” which appear in CVG’s 2005 Proxy Statement.

Item 13. Certain Relationships and Related Transactions

      The information required by Item 13 is incorporated herein by reference to the section labeled “Certain Relationships and Related Transactions” which appears in CVG’s 2005 Proxy Statement.

Item 14. Principle Accountant Fees and Services

      The information required by Item 14 is incorporated herein by reference to the section labeled “Independent Auditors Fees” which appears in CVG’s 2005 Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents Filed as Part of this Report on Form 10-K

      (1) Financial Statements:

•  Independent Auditors’ Report

•  Consolidated Balance Sheets as of December 31, 2003 and 2004

62

•  Consolidated Statements of Operations for the Years Ended December 31, 2002, 2003 and 2004

•  Consolidated Statements of Stockholders’ Investment for the Years Ended December 31, 2002, 2003 and 2004

•  Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2003 and 2004

•  Notes to Consolidated Financial Statements

      (2) Financial Statement Schedules:

•  Financial Statement Schedule II — Valuation and Qualifying Accounts

      (3) Exhibits: See “Exhibit Index”

63

EXHIBIT INDEX

Exhibit No.			Description
	2	.1	Agreement of Purchase and Sale, dated February 7, 2004, by and among, CVG Acquisition LLC, Mayflower Vehicle Systems, Inc., Mayflower Vehicle Systems Michigan, Inc., Wayne Stamping and Assembly LLC and Wayne-Orrville Investments LLC.
	3	.1	Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc. (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	3	.2	Amended and Restated By-laws of Commercial Vehicle Group, Inc. (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.1	Amended and Restated Credit Agreement, dated as of March 28, 2003, by and among Commercial Vehicle Systems Limited, KAB Seating Limited, National Seating Company, Commercial Vehicle Systems, Inc., CVS Holdings, Inc., Bostrom Holding, Inc., the several financial institutions from time to time party to this agreement (the “Lenders”), Fleet National Bank, as an Issuer and Bank of America, N.A., as administrative agent for the Lenders, Collateral Agent, Swing Line Lender and an Issuer (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.2	Revolving Credit and Term Loan Agreement, dated as of October 29, 1998, by and among Trim Systems Operating Corp, Tempress, Inc., Trim Systems, LLC, the financial institutions from time to time signatory thereto (the “Banks”) and Comerica Bank, as agent for the Banks (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.3	Amendment No. 1 to Revolving Credit and Term Loan Agreement, dated as of December 31, 1998, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.4	Amendment No. 2 to Revolving Credit and Term Loan Agreement and Waiver, dated as of November 22, 1999, by and among U.S. Bank National Association, as co-agent, Bank One, N.A., as co-agent, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.5	Amendment No. 3 to Revolving Credit and Term Loan Agreement and Waiver, dated as of June 28, 2001, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.6	Assignment and Waiver Agreement, dated as of June 28, 2001, by and among Trim Systems Operating Corp, Tempress, Inc., Trim Systems, LLC, U.S. Bank National Association, Bank One, NA, Comerica Bank, 1363880 Ontario Inc. and J2R Partners II-B, LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.7	Amendment No. 4 to Revolving Credit and Term Loan Agreement, dated as of November 13, 2002, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.8	Amendment No. 5 to Revolving Credit and Term Loan Agreement and Waiver dated as of February 2004, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC, (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).

64

Exhibit No.			Description
	10	.9	Revolving Credit and Term Loan Agreement, dated as of August 10, 2004, 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 hereto, U.S. Bank National Association, one of the banks, as administrative agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.10	First Amendment to Revolving Credit and Term Loan Agreement, dated as of September 16, 2004, 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 agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks.
	10	.11	Second Amendment to Revolving Credit and Term Loan Agreement, dated as of February 7, 2005, 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 agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks.
	10	.12	Investor Stockholders Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc., Onex American Holdings LLC, J2R Partners VII and the stockholders listed on the signature pages thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.13	Investor Stockholders Joinder Agreement, dated as of March 28, 2003, by and among Bostrom Holding, Inc. and J2R Partners VI, CVS Partners, LP and CVS Executive Investco LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.14	Joinder to the Investor Stockholders Agreement by and among Bostrom Holding, Inc. and the prior stockholders of Trim Systems (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.15	Management Stockholders Agreement, dated as of August 9, 2004, by and among Commercial Vehicle Group, Inc., Onex American Holdings II LLC and the individuals named on Schedule I thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000- 50890), filed on September 17, 2004).
	10	.16	Note Purchase Agreement, dated September 30, 2002, by and among Bostrom Holding, Inc., Baird Capital Partners II Limited, BCP II Affiliates Fund Limited Partnership, Baird Capital II Limited Partnership, Baird Capital Partners III Limited Partnership, BCP III Special Affiliates Limited Partnership, BCP III Affiliates Fund Limited Partnership, Norwest Equity Partners VII, LP and Hidden Creek Industries (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.17	Form of Subordinated Promissory Note issued by Bostrom Holding, Inc. in favor of each of BCP II Affiliates Fund Limited Partnership, Baird Capital II Limited Partnership, Baird Capital Partners III Limited Partnership, BCP III Special Affiliates Limited Partnership BCP III Affiliates Fund Limited Partnership, Norwest Equity Partners VII, LP and Hidden Creek Industries (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.18	Promissory Note, dated as of June 28, 2001, issued by Trim Systems Operating Corp. in favor of 1363880 Ontario Inc., in the amount of $6,850,000 (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.19	Promissory Note, dated as of June 28, 2001, issued by Trim Systems Operating Corp. in favor of J2R Partners II-B, LLC, in the amount of $150,000 (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).

65

Exhibit No.			Description
	10	.20*	Bostrom Holding, Inc. Management Stock Option Plan (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.21*	Form of Grant of Nonqualified Stock Option pursuant to the Bostrom Holding, Inc. Management Stock Option Plan (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.22*	Commercial Vehicle Group, Inc. Equity Incentive Plan (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.23*	Form of Grant of Nonqualified Stock Option pursuant to the Commercial Vehicle Group, Inc. Equity Incentive Plan.
	10	.24*	Employment agreement, dated as of May 16, 1997, with Donald P. Lorraine (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.25	Recapitalization Agreement, dated as of August 4, 2004, by and among Commercial Vehicle Group, Inc. and the stockholders listed on the signature pages thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.26	Form of Non-Competition Agreement (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.27	Registration Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc. and the investors listed on Schedule A attached thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.28	Joinder to Registration Agreement, dated as of March 28, 2003, by and among Bostrom Holding, Inc. and J2R Partners VI, CVS Partners, LP and CVS Executive Investco LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.29	Joinder to the Registration Agreement, dated as of May 20, 2004, by and among Commercial Vehicle Group, Inc. and the prior stockholders of Trim Systems (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.30*	Commercial Vehicle Group, Inc. 2005 Bonus Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on February 7, 2005).
	21	.1	Subsidiaries of Commercial Vehicle Group, Inc.
	23	.1	Consent of Deloitte & Touche LLP.
	31	.1	Certification by Mervin Dunn, President and Chief Executive Officer
	31	.2	Certification by Chad M. Utrup, Vice President of Finance and Chief Financial Officer
	32	.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
	32	.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

*  Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report on Form 10-K.

66

SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMMERCIAL VEHICLE GROUP, INC.

By:  /s/ Scott D. Rued

Scott D. Rued,

Chairman

Date: March 14, 2005

      Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott D. Rued Scott D. Rued	Chairman and Director	March 14, 2005
/s/ Mervin Dunn Mervin Dunn	President, Chief Executive Officer (Principal Executive Officer) and Director	March 14, 2005
/s/ David R. Bovee David R. Bovee	Director	March 14, 2005
/s/ S.A. Johnson S.A. Johnson	Director	March 14, 2005
/s/ Eric J. Rosen Eric J. Rosen	Director	March 14, 2005
/s/ Richard A. Snell Richard A. Snell	Director	March 14, 2005
/s/ Chad M. Utrup Chad M. Utrup	Vice President and Chief Financial Officer (Principal Accounting Officer)	March 14, 2005

67 EX-2.1 2 c92344exv2w1.htm AGREEMENT OF PURCHASE AND SALE

EXHIBIT 2.1

AGREEMENT OF PURCHASE AND SALE

Among

Mayflower Vehicle Systems, Inc.,

(“Seller”),

Mayflower Vehicle Systems Michigan, Inc.,

Wayne Stamping and Assembly, LLC,

and

Wayne-Orrville Investments, LLC

(with Seller, “Sellers”)

and

CVG Acquisition LLC

(“Purchaser”)

Dated as of February 7, 2005

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms		1
SECTION 1.02. Definitions		10
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale of the Transferred Assets; Retained Assets		12
SECTION 2.02. Assumption of Liabilities; Retained Liabilities		15
SECTION 2.03. Cash Purchase Price		18
SECTION 2.04. Allocation of Purchase Price		18
SECTION 2.05. Closing Adjustments		19
SECTION 2.06. Payments upon Closing		19
SECTION 2.07. Post-Closing Purchase Price Adjustment		19
SECTION 2.08. Closing		21
SECTION 2.09. Closing Deliveries		21
SECTION 2.10. Use of Proceeds; Retention Fund		24
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
SECTION 3.01. Organization and Existence		26
SECTION 3.02. Power and Authority; Authorization; Binding Effect		27
SECTION 3.03. No Conflict		27
SECTION 3.04. Governmental Consents and Approvals		28
SECTION 3.05. Intentionally Omitted		28

ii

	Page
SECTION 3.06. No Undisclosed Liabilities; Transferred Assets		28
SECTION 3.07. Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions		28
SECTION 3.08. Litigation		30
SECTION 3.09. Environmental Matters		30
SECTION 3.10. Material Contracts		30
SECTION 3.11. Intellectual Property		32
SECTION 3.12. Real Property		33
SECTION 3.13. Employee Benefit Matters		33
SECTION 3.14. Labor Matters		35
SECTION 3.15. Taxes		36
SECTION 3.16. Insurance		36
SECTION 3.17. Brokers		37
SECTION 3.18. Warranty and Product Liability Claims		37
SECTION 3.19. Compliance with Law; Licenses and Permits		37
SECTION 3.20. No Other Business		37
SECTION 3.21. No Other Representations and Warranties		37
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
SECTION 4.01. Organization and Existence		37
SECTION 4.02. Power and Authority; Authorization; Binding Effect		38
SECTION 4.03. No Conflict		38
SECTION 4.04. Governmental Consents and Approvals		38
SECTION 4.05. Litigation		39
SECTION 4.06. Brokers		39

iii

	Page
SECTION 4.07. Financing		39
SECTION 4.08. No Other Representations and Warranties		39
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01. Conduct of Business Prior to the Closing		39
SECTION 5.02. Access to Information		41
SECTION 5.03. Regulatory and Other Authorizations; Notices and Consents; Shared Contracts		42
SECTION 5.04. Notice of Developments		43
SECTION 5.05. Non-Competition		44
SECTION 5.06. Apportionment		44
SECTION 5.07. Use of Transferred Intellectual Property		44
SECTION 5.08. Investigation		45
SECTION 5.09. Exclusivity		45
SECTION 5.10 Further Action		45
ARTICLE VI
EMPLOYEE MATTERS
SECTION 6.01. Offer of Employment		46
SECTION 6.02. Assumption of Liabilities and Continuation of Benefits		46
SECTION 6.03. Assumption of Plans		47
SECTION 6.04. Salaried Pension Plan		48
SECTION 6.05. Welfare Plan Participation		48
SECTION 6.06. Service Recognition		48
SECTION 6.07. Compliance with Change of Control and Severance Agreements		49
SECTION 6.08. Accrued Vacation		49
SECTION 6.09. Post-Retirement Welfare Benefits		50

iv

	Page
SECTION 6.10. COBRA		50
SECTION 6.11. WARN		50
SECTION 6.12. Certain Labor Agreements		50
SECTION 6.13. Insurance		50
ARTICLE VII
TAX MATTERS
SECTION 7.01. Refunds and Benefits		51
SECTION 7.02. Cooperation and Exchange of Information		51
SECTION 7.03. Conveyance Taxes		51
SECTION 7.04. Miscellaneous		52
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.01. Conditions to Obligations of Sellers		52
SECTION 8.02. Conditions to Obligations of Purchaser		53
ARTICLE IX
INDEMNIFICATION
SECTION 9.01. Survival of Representations and Warranties		55
SECTION 9.02. Indemnification by Sellers		55
SECTION 9.03. Indemnification by Purchaser		58
SECTION 9.04. Limits on Indemnification		61
SECTION 9.05. Sole Remedy		62
SECTION 9.06. No Rescission		63
SECTION 9.07. Waiver of Bulk Sales Requirement		63

v

	Page
ARTICLE X
TERMINATION AND WAIVER
SECTION 10.01. Termination		63
SECTION 10.02. Effect of Termination		64
SECTION 10.03. Extension; Waiver		64
ARTICLE XI
GENERAL PROVISIONS
SECTION 11.01. Expenses		65
SECTION 11.02. Notices		65
SECTION 11.03. Public Announcements		66
SECTION 11.04. Headings		66
SECTION 11.05. Severability		66
SECTION 11.06. Entire Agreement		67
SECTION 11.07. Assignment		67
SECTION 11.08. No Third-Party Beneficiaries		67
SECTION 11.09. Amendment		67
SECTION 11.10. Governing Law; Dispute Resolution		67
SECTION 11.11. Specific Performance		68
SECTION 11.12. Counterparts		68

vi

DISCLOSURE SCHEDULE

1.01(A)	Products
1.01(B)	Reference Net Working Capital Statement
1.01(C)	Retained Intellectual Property
1.01(D)	Retained Shared Contracts
1.01(E)	South Charleston Site
2.01(a)(v)	Assumed Contracts
2.02(b)(i)	Guarantees
2.10 (a)	Use of Proceeds
3.03(iii)	No Conflict
3.04(i)	Governmental Consents and Approvals
3.04(ii)	Non-United States Approvals
3.06(a)	No Undisclosed Liabilities
3.06(b)	No Liens
3.07	Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions
3.08	Litigation
3.09	Environmental Matters
3.10(a)	Material Contracts
3.10(c)	Loyalty Bonus Payments
3.11(a)	Intellectual Property
3.12(a)	Owned Real Property
3.12(b)	Leased Real Property
3.12(c)	Encumbrances Relating to the Owned Real Property
3.13(a)	Employee Benefit Plans
3.13 (b)	Employee Benefit Exceptions
3.13 (c)	Determination Letter Exceptions
3.14	Labor Matters
3.15	Taxes
3.16	Insurance
3.18	Recalls; Warranty and Product Liability Claims
3.19	Licenses and Permits
5.01(a)	Conduct of Business Prior to the Closing
5.01(b)	Absence of Certain Changes, Events and Conditions Prior to the Closing
5.03(d)	Third Party Consents
6.01	Business Employees
6.03	Retained Plans
6.04	Former Non-Vested Employees of Sellers’ South Charleston Business
6.09	Post-Retirement Welfare Benefits
9.05	List of Persons for Sole Remedy Carve-Out

vii

EXHIBITS
A	Description of Non-Owned Assets
B	Orrville Assets
C	Form of Assignment of Lease
D	Form of Trademark Assignment
E	Form of Bill of Sale, Assignment and Assumption Agreement
F	Employee-Benefits Assignment and Assumption Agreement
G	Escrow Agreement
H	Net Working Capital Worksheet
I J	Seller Accounting Principles Transition Services Agreement
K	Allocation of the Purchase Price and the Assumed Liabilities
L	Required Consents
M	ITEC Aluminum Cab Warranty

viii

     This AGREEMENT OF PURCHASE AND SALE, dated as of February 7, 2005, is among Mayflower Vehicle Systems, Inc., a Delaware corporation (“MVS” or “Seller”); Mayflower Vehicle Systems Michigan, Inc., a Nevada corporation (“MVS-Michigan”); Wayne Stamping and Assembly, LLC, an Ohio limited liability company (“Wayne”); and Wayne-Orrville Investments, LLC, an Ohio limited liability company (“Orrville”) (MVS, MVS-Michigan, Wayne, and Orrville are sometimes herein collectively called “Sellers”); and CVG Acquisition LLC, a Delaware limited liability company (“Purchaser”).

RECITALS:

     A. Seller is engaged in the manufacture and sale of heavy-truck cabs and components, as well as the rendering of certain accounting, administrative, warehousing, and engineering services relating to such manufacturing activities, in the U.S. at facilities in Kings Mountain, North Carolina; Bellaire, Ohio; Norwalk, Ohio; Shadyside, Ohio; and Farmington Hills, Michigan;

     B. Seller owns all of the assets currently utilized in the Business (as defined below) other than as set forth on Exhibit A;

     C. Wayne and Orrville, two direct wholly-owned subsidiaries of Seller, own certain real property, real improvements, and manufacturing equipment located at Orrville, Ohio, as more fully described on Exhibit B;

     D. Subject to the terms and conditions hereof, Sellers desire to sell the Transferred Assets (as herein below defined) to Purchaser, and Purchaser desires to purchase such Transferred Assets from Sellers, with the understanding that, after the completion of the transactions contemplated hereby, Sellers will, after payment or provision for all of their creditors, wind up their affairs and dissolve.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and intending to be legally bound hereby, Purchaser and Sellers hereby agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement (as defined below), the following terms shall have the following meanings:

     “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or against any of Sellers or the Transferred Assets before any Governmental Authority within the Knowledge of Seller.

1

     “Administrative and Engineering Services” means the general administrative, financial, accounting, operational, sales, and marketing services, as well as the engineering and design services, whether rendered by Sellers directly or on any of Sellers’ behalf by an Affiliate of Sellers pursuant to arrangements between such Affiliate and the relevant one of Sellers, related to the Business.

     “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

     “Agreement” or “this Agreement” means this Agreement of Purchase and Sale, among Sellers and Purchaser (including the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of Section 11.09.

     “Ancillary Agreements” means the Bill of Sale, Assignment and Assumption Agreement, the Assignment of Leases, the Trademark Assignment, the Employee-Benefits Assignment and Assumption Agreement, the Deeds, the Transition Services Agreement, and the Escrow Agreement.

     “Assignment of Leases” means the Assignment of Leases to be executed by the applicable Seller Lessee at the Closing with respect to each Assumed Real Property Lease, substantially in the form of Exhibit C.

     “Assumed Real Property Leases” means the Real Property Leases assigned to and assumed by Purchaser pursuant to the Assignment of Leases and listed on Section 3.12 (b) of the Disclosure Schedule.

     “Assumed Shared Contracts” means those Shared Contracts that are identified in Section 3.10(a)(v) of the Disclosure Schedule.

     “Bellaire Site” means the Real Property leased by Seller in Bellaire, Ohio, and listed in Section 3.12(b) of the Disclosure Schedule.

     “Bill of Sale, Assignment and Assumption Agreement” means the Bill of Sale, Assignment and Assumption Agreement to be executed by the relevant one or ones of Sellers at the Closing substantially in the form of Exhibit E.

     “Business” means the design, manufacture and sale of heavy truck cabs and components conducted in the United States by Sellers, which was previously conducted at the Orrville Site, is currently conducted at, from or through the Business Locations, the Administrative and Engineering Services, and any other business conducted at, from or through the Business Locations.

     “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

2

     “Business Locations” mean the Bellaire Site, the Kings Mountain Site, the Norwalk Site, the Shadyside Site, the Farmington Hills Site, the Orrville Site and any other location where the Business is conducted, but does not include the South Charleston Site.

     “Cash” means all cash and cash equivalent items, including but not limited to such items held by or for the account of a Person, including, without limitation, demand accounts, certificates of deposit, time deposits, marketable securities, negotiable instruments, and the proceeds of Receivables already paid as of the Closing Date and including sums used to secure Sellers’ workers’ compensation obligations in the State of Ohio and all right, title and interest thereon and thereto.

     “Closing Indebtedness” shall mean the Indebtedness of Sellers related to the Business as of the Closing Date that is being assumed, repaid, prepaid, defeased or otherwise retired by Purchaser, which shall include any fees, costs, penalties or make-whole or similar payments in connection therewith.

     “Confidentiality Agreement” means the letter agreements between Hidden Creek Industries and Thayer Capital Management and Sellers dated November 3, 2003 and October 3, 2003, respectively.

     “Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “Deed” means, with respect to each parcel of Transferred Real Property set forth in Section 3.12(a) of the Disclosure Schedule, the instrument of conveyance commonly referred to as a (i) “Non-Warranty Deed,” in the case of Transferred Real Property situate in the State of North Carolina, and (ii) “Quitclaim Deed,” in the case of Transferred Real Property situate in the State of Ohio, each to be executed by the applicable Seller Fee Owner at the Closing in order to convey to Purchaser such Seller Fee Owner’s interest, if any, in such parcel of Transferred Real Property, free and clear of all liens and encumbrances, other than Permitted Encumbrances.

     “Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date hereof, and forming a part of this Agreement.

     “Employee-Benefits Assignment and Assumption Agreement” means the agreement to be executed, pursuant to Section 6.03, by Seller and Purchaser at the Closing, substantially in the form of Exhibit F.

     “Encumbrance” means any security interest, pledge, mortgage, lien, charge, encumbrance, use right of others, including any right of first offer or refusal, claim, lease, sublease, license, occupancy agreement, adverse claim or interest.

     “Environment” means surface waters, groundwater, soil, subsurface strata and ambient air.

3

     “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, written demands, demand letters, written claims, notices of non-compliance or violation, proceedings, consent orders, consent agreements or other Liabilities arising out of any Environmental Law.

     “Environmental Laws” includes the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., as amended; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. 6901 et seq., as amended; the Clean Air Act (“CAA”), 42 U.S.C. 7401 et seq., as amended; the Clean Water Act (“CWA”), 33 U.S.C. 1251 et seq., as amended; the Occupational Safety and Health Act (“OSHA”), 29 U.S.C. 655 et seq., and any other federal, state, local or municipal laws, statutes, regulations, rules, orders, ordinances and all common law and other legal requirements imposing liability or establishing standards of conduct with respect to pollution, protection of human health, safety or the Environment.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the U.S. Code or Section 4001(b)(1) of ERISA that includes any Seller, or that is a member of the same “controlled group” as any Seller pursuant to Section 4001(a)(14) of ERISA.

     “Escrow Agreement” means the Escrow Agreement among Sellers, Purchaser, and the Escrow Agent (as defined therein), dated as of the Closing Date, substantially in the form of Exhibit G.

     “Farmington Hills Site” means the Real Property leased by Seller in Farmington Hills, Michigan.

     “GAAP” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

     “Governmental Authority” means any governmental, federal, state, local or foreign regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body or any federal government corporation.

     “Governmental Debt” shall mean that Indebtedness set forth on Section 2.02 (a)(i) of the Disclosure Schedule.

     “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, settlement agreement or award entered by or with any Governmental Authority.

     “Hazardous Materials” includes, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste

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characteristic including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing Hazardous Materials.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended and the rules and regulations promulgated thereunder.

     “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property; (c) all capital leases; (d) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; and (e) all indebtedness of others referred to in clauses (a) through (d) above guaranteed by such Person.

     “Indebtedness for Borrowed Money” means, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; and (c) all indebtedness of others referred to in clauses (a) and (b) above guaranteed by such Person.

     “Intellectual Property” means (a) copyrights, and registrations and applications for registration thereof; (b) trademarks, service marks, trade dress and other identifiers of source, and registration and applications for registration thereof and all goodwill associated therewith; and (c) trade secrets, know-how, manufacturing processes and techniques, formulae, research and development information and technology.

     “Inventories” or “Inventory” means all inventory, merchandise, finished goods, raw materials, works-in-process, spare parts, replacement and component parts, and packaging related to, used in, or held for use in the Business.

     “IRS” means the U.S. Internal Revenue Service.

     “Kings Mountain Site” means the Real Property owned by Seller in Kings Mountain, North Carolina, and listed in Section 3.12(a) of the Disclosure Schedule.

     “Knowledge of Seller” means the actual knowledge of the President and the Vice President-Finance of Seller, and each of the plant managers at the Kings Mountain Site, the Norwalk Site, and the Shadyside Site, as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate) without the benefit of an independent investigation of any matter; and/or any fact, circumstance, occurrence or situation (or description thereof) contained in any physical or electronic files of any of the aforementioned persons.

     “Law” means any United States federal, state, local or non-United States statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law.

     “Liabilities” means any and all Indebtedness, liabilities and obligations, whether accrued or unaccrued, matured or unmatured, direct or indirect, contingent or fixed, determined or determinable, liquidated or unliquidated.

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     “Material Adverse Effect” means any event, circumstance, change in or effect on the Business or Transferred Assets or Assumed Liabilities that results in or may reasonably be expected to result in a loss, Liability, expense or damage of Five Hundred Thousand U.S. Dollars (US $500,000) or more individually, or, as to any such losses, liabilities, expenses or damages arising out of a series of related or similar acts or omissions, circumstances or factual conditions, in the aggregate; provided, however, that “Material Adverse Effect” shall not include any circumstance, change in or effect on the Transferred Assets or the Business (a) attributable to (i) changes in conditions generally affecting the industries in which the Business operates; (ii) changes in general economic conditions; (iii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S.; (iv) the announcement of this Agreement, the consummation of the transactions contemplated by this Agreement or any action taken or omitted to be taken pursuant to the terms of this Agreement; (v) legal or other regulatory changes after the date of this Agreement; (vi) occurrences or conditions otherwise known to Purchaser as of the date hereof; or (vii) any liquidation of, or any other future event or occurrence of whatever nature affecting, Mayflower Plc, which the parties hereto acknowledge is currently insolvent; or (b) that is cured by any of Sellers before the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article XI hereof.

     “Mayflower Plc” means The Mayflower Corporation Plc, a U.K. corporation, which is the indirect parent of Seller.

     “Net Working Capital” means (i) the current assets (including, without limitation, all tooling Receivables and Transferred Inventory but excluding Cash and outstanding but uncashed checks to any of Sellers arising from or relating to the Transferred Assets less (ii) the current Liabilities (excluding Indebtedness, but including all current Liabilities other than any Liability associated with the underfunded nature of any pension plans of Sellers and retiree medical health benefits) of Sellers arising from or relating to the Transferred Assets and the current Liabilities, which in the case of Receivables shall be calculated without giving effect to any factoring arrangements associated with any such Receivables, provided, however, that Tax assets and Tax Liabilities shall in no event be included in the calculation of Net Working Capital. The Net Working Capital shall be determined in accordance with the worksheet attached hereto as Exhibit H.

     “Norwalk Site” means the Real Property owned and leased by Seller in Norwalk, Ohio, and listed in Section 3.12(a) and (b), respectively, of the Disclosure Schedule.

     “Operations Assets” means all hardware, software and data, and related documentation, necessary to carry out the administrative functions included in the Administrative and Engineering Services of the Business as currently conducted, or otherwise used in the conduct of the Business as currently conducted, including by way of example inventory control and ordering, order acceptance and processing, materials control and ordering, bookkeeping and payroll, shipping management and other enterprise resource planning applications.

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     “Orrville Site” means the Real Property owned by Orrville in Orrville, Ohio, and listed in Section 3.12(a) of the Disclosure Schedule.

     “Other Business Purchaser” means the purchaser of all of Seller’s South Charleston Business (other than any portion of the assets located at the South Charleston site which is expressly acquired by Purchaser hereunder).

     “Party” means each of Sellers and Purchaser, as the case may be, and “Parties” means Sellers and Purchaser, collectively.

     “Payables” means any and all accounts payable arising from the conduct of the Business, whether or not in the ordinary course, included in the post “Accounts Payable” on Seller’s internal monthly balance sheet reports, as well as any accounts payable arising under the Assumed Shared Contracts.

     “Permitted Encumbrances” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or that are being contested in good faith in proper proceedings: (a) liens for Taxes not yet due and payable, or being contested in good faith in proper proceedings; (b) Encumbrances imposed by Law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business for amounts not yet past due; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) any state of facts that an accurate survey or personal inspection of the Owned Real Property may disclose and any other survey exceptions, utility easements, reciprocal easement agreements, covenants, restrictions and other matters of record and/or encumbrances on title to the Real Property that (i) were not incurred in connection with any Indebtedness, and (ii) do not materially adversely affect the use of such property for its present purposes;(e) all zoning regulations and ordinances heretofore or hereafter adopted and landmark, historic or wetlands designations; (f) all leases, licenses and other rights of occupancy listed on Section 3.12(a) of the Disclosure Schedule; and (g) any and all liens securing any Indebtedness of Sellers that is assumed by Purchaser.

     “Person” means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization or other entity.

     “Products” means the products listed in Section 1.01(A) of the Disclosure Schedule.

     “Purchase Price” means the sum of the Cash Purchase Price and the value of the Assumed Liabilities.

     “Purchase Price Bank Account” means collectively one or more bank accounts in the United States to be designated by Seller in a written notice to Purchaser at least five (5) Business Days before Closing.

     “Real Property” means the Owned Real Property and the Leased Real Property, collectively.

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     “Real Property Lease” means any lease, sublease, license or other agreement relating to the use and occupancy of any Owned Real Property or any Leased Real Property.

     “Receivables” means any and all accounts receivable, notes and other amounts receivable (including all receivables for reimbursable tooling from customers), arising from the conduct of the Business, whether or not in the ordinary course.

     “Reference Net Working Capital Statement” means the statement set forth (as well as the procedures specified therein) in Section 1.01(B) of the Disclosure Schedule, which sets forth the Net Working Capital of $23,500,000.

     “Registered” shall mean issued, registered, renewed or the subject of a pending application.

     “Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into the Environment.

     “Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. 9601.

     “Retained Intellectual Property” means the Intellectual Property listed in Section 1.01(C) of the Disclosure Schedule.

     “Retained Shared Contracts” means all of those Shared Contracts that are to be retained by Seller or assumed by the Other Business Purchaser as the successor in interest to Seller’s South Charleston Business and that are listed on Section 1.01(D) of the Disclosure Schedule.

     “Seller Accounting Principles” means the accounting principles attached hereto as Exhibit I.

     “Seller IP Agreements” means (i) licenses of Intellectual Property by any of Sellers to any third party; (ii) licenses of Intellectual Property by any third party to any of Sellers; (iii) agreements between any of Sellers and any third party relating to the development or use of Intellectual Property or the Operations Assets, the development or transmission of data, or the use, modification, framing, linking, advertisement, or other practices with respect to Internet web sites; and (iv) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of the Transferred Intellectual Property in each case used in or material to the Business.

     “Seller Lessee” means the lessee of any Leased Real Property as set forth in Section 3.12(b) of the Disclosure Schedule.

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     “Seller Marks” means the name “Mayflower” and the knot design, as more particularly identified in Section 3.11(a) of the Disclosure Schedule.

     “Seller’s South Charleston Business” means the automotive components business of Seller or any of its Affiliates, which is currently conducted at, from or through the South Charleston Site.

     “Shadyside Site” means the Real Property owned by Seller in Shadyside, Ohio, and listed in Section 3.12(a) of the Disclosure Schedule.

     “Shared Contracts” means any Contracts that relate to both Seller’s South Charleston Business and the Business; provided, however, that, if any Shared Contract becomes the subject of a novation prior to the Closing, resulting in a Contract that relates solely to the Business, such resultant Contract shall be included in the Transferred Assets in accordance with the terms and conditions of this Agreement to the same extent as if it had not been a Shared Contract as of the date of this Agreement.

     “South Charleston Assets” means all assets of Seller and any of its Affiliates relating in whole or in part to Seller’s South Charleston Business (except (i) any Contracts that constitute Assumed Contracts pursuant to Section 2.01(a)(v); (ii) any Transferred Plans pursuant to Section 6.03; and (iii) any Assumed Shared Contracts).

     “South Charleston Site” means the Real Property leased by Seller in South Charleston, West Virginia, and listed in Section 1.01(E) of the Disclosure Schedule.

     “Tax” or “Taxes” means all federal, state, local or foreign taxes, charges, fees, imposts, levies or other such assessments imposed by law, including all income, gross receipts, gains, sales, use, employment, inventory, capital stock, license, occupation, withholding, payroll, employment, social security, unemployment, severance, franchise, profits, excise, property, transfer, capital, ad valorem, value added and estimated taxes, customs duties and any fees, assessments and charges in the nature of a tax and all interest, penalties and fines, additions to tax or additional amounts imposed by any Governmental Authority in respect of the foregoing.

     “Tax Returns” means all returns, reports, schedules, forms and statements required to be filed with a Governmental Authority with respect to Taxes.

     “Trademark Assignment” means the Trademark Assignment to be executed by Seller and Mayflower Plc at the Closing, substantially in the form of Exhibit D.

     “Transaction Triggered Payments” means all liabilities, costs and expenses due or payable as a result of or triggered by the transactions contemplated by this Agreement (for purposes of clarification and not in limitation of Section 5.03, Transaction Triggered Payments shall not include (i) any consideration required to be paid in order to obtain the consent of a third party to the Transaction or the assignment of a Contract, (ii) any Conveyance Taxes payable by Purchaser pursuant to Section 7.03, (iii) the cost of receipt of any permit, license or similar instrument to be acquired by Purchaser in connection with the acquisition or operation of the Business, or (iv) any professional fees incurred by Purchaser in connection with this Agreement of the acquisition or operation of the Business).

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     “Transferred Intellectual Property” means the Intellectual Property used by any of Sellers in connection with the Business which is identified in Section 3.11(a) of the Disclosure Schedule, together with (i) the goodwill of the business of any of Sellers associated with such Intellectual Property, relating directly or indirectly solely to the Business, and (ii) all income, royalties, damages and payments due or payable after the Closing, (including, without limitation, damages and payments for past and future infringements or misappropriations, thereof), the right to sue and recover for past infringements or misappropriations thereof, and any and all corresponding rights that now or hereafter may be secured throughout the world and all copies and tangible embodiments, if any, of any such Intellectual Property.

     “Transferred Inventories” means all Inventories owned by any of Sellers.

     “Transferred Real Property” means any Real Property identified in the first sentence of Sections 3.12(a) and 3.12(b).

     “Transition Services Agreement” means the transition services agreement relating to certain transition services to be provided by Seller (or the successor in interest to Seller’s South Charleston Business) to Purchaser and by Purchaser to Seller (or the successor in interest to Seller’s South Charleston Business), executed by Seller and the Other Business Purchaser, in the form of Exhibit J. Seller is assigning the Transition Services Agreement to Purchaser hereunder.

     “U.S.” means the United States of America.

     “U.S. Code” means the United States Internal Revenue Code of 1986, as amended.

     SECTION 1.02. Definitions. Each of the following terms is defined in the section set forth opposite such term:

Term	Location
“Allocation”	2.04(a)
“Antitrust Approvals”	5.03(b)
“Assumed Contracts”	2.01(a)(v)
“Assumed Liabilities”	2.02(a)
“Business Employees”	6.01
“Cash Purchase Price”	2.03
“Closing”	2.08
“Closing Date”	2.08
“Closing Statement of Net Working Capital”	2.07(a)
“Commitments”	4.07
“Contracts”	3.10(a)
“Conveyance Taxes”	7.03
“Disclosure Letter”	9.02(a)(vi)
“Disclosure Letter Losses”	9.02(a)(vi)
“Dispute Notice”	2.07(b)
“Employee List”	3.14(d)
“Estimated Cash Purchase Price”	2.05

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Term	Location
“Estimated Net Working Capital”	2.05
“Estimated Net Working Capital Statement”	2.05
“Expenses”	10.02(c)
“Indemnified Party”	9.03(a)
“Indemnifying Party”	9.03(a)
“ITEC Excess Losses”	9.02(a)(v)
“ITEC Liabilities”	2.02(a)(x)
“Labor Agreements”	6.12
“Leased Real Property”	3.12(a)
“Loss”	9.02(a)
“Material Contracts”	3.10(a)
“MVS”	Preamble
“MVS-Michigan”	Preamble
“Orrville”	Preamble
“Other Business Employees”	6.01
“Owned Real Property”	3.12
“Permits”	3.19
“PBGC”	3.13(b)
“Plans”	3.13(a)
“Proposal”	5.09
“Purchaser”	Preamble
“Purchaser Indemnified Party”	9.02(a)
“Qualified Retained Liability”	2.10(b)(ii)(E)
“Reference Net Working Capital”	2.05
“Restricted Period”	5.05(a)
“Retained Assets”	2.01(b)
“Retained Liabilities”	2.02(b)
“Retained Plans”	6.03
“Retention Account”	2.10(b)(i)
“Retention Funds”	2.10(b)(ii)
“Salaried Retirement Plan”	6.04
“Seller”	Preamble
“Seller Fee Owner”	3.12
“Seller Indemnified Party”	9.03(a)
“Seller Lessee”	3.12(a)
“Sellers”	Preamble
“Suit”	3.11(e)
“Tax Benefits”	9.04(c)
“Territory”	5.05(a)
“Third Party Claims”	9.02(b)
“Transferred Assets”	2.01(a)
“Transferred Plans”	6.03
“Transferred Employees”	6.01
“U.S. Affiliated Group”	3.15
“WARN Act”	3.14(e)

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Term	Location
“Wayne”	Preamble
“Working Capital Arbitrator”	2.07(c)

ARTICLE II

PURCHASE AND SALE

     SECTION 2.01. Purchase and Sale of the Transferred Assets; Retained Assets.

          (a) Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Sellers (and, as provided in the Trademark Assignment, Mayflower Plc) shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers’ right, title and interest in and to the following rights, properties and assets, either tangible or intangible (collectively, the “Transferred Assets”):

          (i) the Assumed Real Property Leases and the Transferred Real Property;

          (ii) all tangible personal property at the Business Locations (whether as owner, lessor, lessee or otherwise), including, without limitation, all machinery, equipment, instruments, tanks, vessels, gauges, piping, wiring, tools, molds, tooling, dies, fixtures, material handling equipment, packaging equipment and other plant and laboratory equipment, furniture, office equipment, cars, trucks, fork lifts, and other vehicles and all other such items not at the Business Locations and used solely in the Business;

          (iii) the Transferred Inventories;

          (iv) the Seller Marks, the Transferred Intellectual Property, including but not limited to telephone numbers, e-mails, equipment and tool and die designs, all software proprietary or otherwise, proprietary gauging, inspection, manufacturing and fixture methods, provided that Purchaser shall have no rights to intercompany royalties, whenever payable, among Sellers and Mayflower Plc or any rights to damages or payments for past infringements or misappropriations of the Seller Marks or the Transferred Intellectual Property by any of Sellers or their Affiliates;

          (v) all rights of all Sellers under (A) all Contracts listed on Section 2.01(a)(v) of the Disclosure Schedule, (B) all other Contracts (including orders) for the purchase or use of goods and services solely for the benefit of the Business, including without limitation any relating to the purchase or lease of machinery, equipment, tooling, raw materials, components, and supplies; (C) all awards, Contracts (including orders), and proposals for the development, manufacture or sale of products to the extent related to the Business; (D) all

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distribution and sales agency agreements, teaming, and similar business alliance agreements to the extent related to the Business; (E) all Seller IP Agreements relating solely to the Business; (F) all rights (including those relating to warranty and indemnification) of Seller pursuant to any Contracts that were fully performed prior to the date hereof (other than any such rights to the extent required for Seller to assert any counterclaim or cross-claim in any dispute regarding any such fully performed Contracts); and (G) all Assumed Shared Contracts (collectively, the “Assumed Contracts”);

          (vi) all claims and other rights of Sellers arising from the performance or breach by third parties of their obligations under the Assumed Contracts;

          (vii) subject to the receipt of any required consent of any Governmental Authority, all permits, approvals, qualifications, licenses, agreements and authorizations of any Governmental Authority held or used by any of Sellers for the Business, and all applications therefor;

          (viii) all causes of actions, judgments, claims, reimbursements and demands, of whatever nature, in favor of any of Sellers and related solely to the Transferred Assets or the Transferred Liabilities;

          (ix) all Receivables

          (x) all Operations Assets;

          (xi) all sales and promotional literature, customer lists and other sales-related materials related to the Business;

          (xii) all prepaid expenses and deposits (including security deposits and escrows under any leases or mortgages) relating to the Business;

          (xiii) all claims and causes of action against third parties to the extent related to or relating to the Transferred Assets or the Business, including any refund or reimbursement claims;

          (xiv) the goodwill of the Business;

          (xv) all rights and interests of Seller in the Transferred Plans to the extent provided in Article VI, and any and all assets, contributions, funds, remittances and other amounts held under or with respect to such Transferred Plans to the extent held in trust;

          (xvi) all books and records (including financial records and workpapers of Sellers) relating to the Transferred Assets, the Assumed Liabilities, the Business and, to the extent permitted by Law, Business Employees;

          (xvii) all rights and interests of Sellers under the collective bargaining agreements set forth in Section 3.14(a) of the Disclosure Schedule;

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          (xviii) Copies of all Tax documents or information of Sellers, to the extent related to the Business, the Transferred Assets or the Assumed Liabilities, for taxable periods ended on or after 1 January 1997.

          (xix) to the extent full title is by the terms of this Agreement not acquired by Purchaser, the right to use and/or hold, to the extent agreed with the owner thereof, all other assets, properties or rights used and/or held by any of Sellers in connection with the Business; and

          (xx) all of Sellers’ right, title and interest in and to any other rights, properties and assets, either tangible or intangible, not otherwise listed in clauses (i) through (xix) to the extent related to or relating to the operation of the Business.

          (b) Notwithstanding the provisions of Section 2.01(a), all of Sellers’ rights, titles and interests in the following assets and rights (collectively, the “Retained Assets”), shall be excluded from and shall not constitute any part of the Transferred Assets, except in each case to the extent provided in the Transition Services Agreement and under any Assumed Shared Contracts:

          (i) all Cash held by or for the account of any of Sellers, whether or not arising from the conduct of the Business (including without limitation the rendering of Administrative and Engineering Services but subject, however, to the prior rights thereto of any factor pursuant to any Encumbrance thereon arising from or in connection with the factoring of any Receivables);

          (ii) all losses, loss carry forwards, loss carry backs and rights to receive refunds, rebates, offsets, credits or credit carry forwards with respect to Taxes of any of Sellers or their Affiliates;

          (iii) the Retained Intellectual Property;

          (iv) any records which, by Law, any of Sellers are required to retain in their possession, and all records relating to the other matters sets forth in this Section 2.01(b);

          (v) all rights, properties and assets which shall have been transferred or disposed of by any of Sellers (i) prior to the date of this Agreement in the ordinary course of business, or (ii) on or after the date of this Agreement but prior to the Closing in transactions not in breach of this Agreement or any Ancillary Agreement;

          (vi) any insurance policies maintained by Seller or its Affiliates (except for any insurance contracts that constitute part of a Transferred Plan that is assigned to Purchaser) and any claims under such policies;

          (vii) any equity interests held by any of Sellers (including without limitation Seller’s equity interests in Wayne and Orrville);

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          (viii) all causes of action, judgments, claims, reimbursements and demands, of whatever nature, in favor of any of Sellers to the extent related to or relating to the Retained Assets or the Retained Liabilities, and all counterclaims, cross-claims, and defenses in regard to any claims or causes of action currently or hereafter pending or threatened against or by any of Sellers to the extent related to or relating to the Retained Assets or Retained Liabilities;

          (ix) all South Charleston Assets;

          (x) all Retained Shared Contracts;

          (xi) all rights of Sellers under this Agreement and the Ancillary Agreements;

          (xii) all Tax Returns (and related work papers, files and other information) of Sellers;

          (xiii) all rights and interests of Sellers under the Agreement between Mayflower Vehicle Systems, Inc. and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW and its Local 3399, dated November 20, 2003;

          (xiv) all rights and interests of Seller in the Retained Plans, and any and all assets, contributions, funds, remittances and other amounts held under or with respect to the Retained Plans; and

          (xv) all intercompany Indebtedness between any Sellers or between any Seller and any Affiliate of Sellers.

     SECTION 2.02. Assumption of Liabilities; Retained Liabilities.

          (a) Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Purchaser shall assume and shall be solely and exclusively responsible for paying, performing and discharging when due all Liabilities of Sellers resulting from or relating to the Business, whether arising before or after the Closing, except for the Retained Liabilities (collectively, the “Assumed Liabilities”). Without limiting the generality of the foregoing, except to the extent such Liabilities constitute Retained Liabilities, the Assumed Liabilities shall include:

          (i) other than certain Liabilities otherwise regulated by this Section 2.02, all Liabilities relating to or arising out of Contracts or commercial relationships in regard to the Business, including without limitation (A) any such Liabilities arising as a direct consequence of the assignment of the Transferred Assets (including, for the avoidance of doubt, the Assumed Shared Contracts) by Sellers to Purchaser; (B) all Payables; and (C) all Indebtedness of Sellers related to the Business other than Indebtedness for Borrowed Money, which will be paid off at Closing;

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          (ii) all Liabilities relating to or arising out of the conduct of the Business either before or after the Closing, including without limitation claims that have not accrued, been asserted, resolved or settled prior to the Closing, including those relating to breach of contract, either express warranties extended by any of Sellers prior to the Closing, warranties or obligations implied or provided by Law, product liability, strict liability in tort, or negligence, except such of those claims which are (A) currently or hereafter pending in any judicial, arbitral, administrative or other proceedings before any Governmental Authority, or (B) otherwise currently or hereafter asserted, against any of Sellers or their Affiliates (all of which, however, to the extent they relate to the Business, shall in each case be subject to indemnification by Purchaser, as provided in Article IX);

          (iii) all Liabilities with respect to claims of whatever nature seeking compensation or recovery for personal injury or property damage, including without limitation such as result from defects or alleged defects in products sold by the Business, the operation of the Business, or any condition at a Business Location (including the Orrville Site), in each case either before, on or after the Closing, except such of those claims which are (A) currently or hereafter pending in any judicial, arbitral, administrative or other proceedings before any Governmental Authority, or (B) otherwise currently or hereafter asserted, against any of Sellers or their Affiliates (all of which, however, to the extent related to or relating to the Business shall in each case be subject to indemnification by Purchaser, as provided in Article IX);

          (iv) all Liabilities in regard to any Environmental Claims relating to or in connection with the Norwalk Site, the Shadyside Site, the Orrville Site, the Kings Mountain Site, the Bellaire Site, and the Farmington Hills Site, subject, however, in certain instances to indemnification of Purchaser by Seller pursuant to Section 9.02(a)(iv) hereof;

          (v) subject to the provisions of Section 2.02(b) and Article VI hereof, all Liabilities with respect to the current and former employees of the Business relating to their employment with any of Sellers or the termination thereof, including, without limitation, wages or other compensation, vacation, medical, other health benefit and workers’ compensation claims;

          (vi) all Liabilities of Purchaser with respect to the Business pursuant to this Agreement and the Ancillary Agreements;

          (vii) all Liabilities with respect to claims by other Persons of infringement or other misappropriation of the Intellectual Property rights of such other Persons by any of Sellers relating solely to the conduct of the Business, except for any Actions pending as of the Closing Date;

          (viii) all Liabilities under or with respect to the Transferred Plans to the extent provided in Article VI;

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          (ix) all Liabilities under the collective bargaining agreements set forth on Section 3.14(a) of the Disclosure Schedule; and

          (x) all Liabilities relating to the ITEC Aluminum Cab Warranty more particularly described in Exhibit M hereto (the “ITEC Liabilities”), subject, however, in certain instances to indemnification of Purchaser by Seller pursuant to Section 9.02(a)(v) hereof.

          Notwithstanding anything to the contrary in this Section 2.02(a), Purchaser shall not assume any Liabilities for Taxes attributable to periods (or portions thereof) ending on or prior to the Closing Date.

          (b) Notwithstanding the provisions of Section 2.02(a), Sellers shall retain, and shall assume and be solely and exclusively responsible for paying, performing and discharging when due, the following Liabilities of Sellers (the “Retained Liabilities”):

          (i) those guarantees disclosed in Section 2.02(b)(i) of the Disclosure Schedule and any guarantees of Indebtedness of any Affiliate of Sellers (including, without limitation, Mayflower Plc);

          (ii) all Liabilities to the extent relating to or arising out of Seller’s South Charleston Business or the Retained Assets;

          (iii) all Taxes owed by any of Sellers attributable to periods (or portions thereof) ending on or prior to the Closing Date;

          (iv) all Liabilities with respect to real estate taxes applicable to the Owned Real Property to the extent they are attributable to periods up to and including the Closing Date;

          (v) all Liabilities relating to the payment of benefits or other compensation, cash, medical, other health benefit claims (other than workers’ compensation claims to the extent specified in Section 2.02(b)(vi) below) in connection with the employment or termination of employment of any current or former employees of the Business (A) due and payable by any of Sellers prior to Closing, subject, however, to indemnification by Purchaser, as provided in Article IX and (B) as specifically retained by Sellers in this Section 2.02(b) or in Article VI;

          (vi) to the extent covered by existing insurance (which insurance remains in force after Closing pursuant to Section 6.13 hereof), all workers’ compensation Liabilities arising prior to the Closing (including any claims filed after the Closing relating to occurrences prior to the Closing) in respect of Business Employees and Other Business Employees;

          (vii) all severance Liabilities, including, but not limited to amounts payable under any severance pay plan adopted by Sellers prior to the Closing, relating to employees and former employees of the Business or Seller’s South

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Charleston Business but only with respect to such employees and former employees terminated by Sellers prior to the Closing;

          (viii) all intercompany Indebtedness between any Sellers or between any Seller and any Affiliate of Sellers;

          (ix) all Liabilities under or with respect to the Retained Plans;

          (x) the Liabilities of Sellers under the Loyalty Bonus Program;

          (xi) all Liabilities of Sellers under this Agreement and the Ancillary Agreements;

          (xii) all Liabilities of Sellers under the Agreement between Mayflower Vehicle Systems, Inc. and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW and its Local 3399, dated 20 November 2003; and

          (xiii) all Liabilities of Sellers (a) relating to Indebtedness for Borrowed Money or any other Indebtedness of Sellers (to the extent not included in the determination of Closing Indebtedness), or (b) under factoring arrangements relating to the Receivables.

     SECTION 2.03. Cash Purchase Price. The cash purchase price to be paid by Purchaser to Sellers for the Transferred Assets shall be One Hundred Seven Million Five Hundred Thousand U.S. Dollars (US$107,500,000), as adjusted in accordance with Section 2.07 of this Agreement, and shall be reduced on a dollar for dollar basis by the amount of Closing Indebtedness (as so adjusted and reduced, the “Cash Purchase Price”).

     SECTION 2.04. Allocation of Purchase Price.

          (a) Within 30 days following the final determination of the Closing Statement of Net Working Capital, Purchaser shall prepare and deliver to Sellers an allocation (the “Allocation”) of the Purchase Price among the Transferred Assets, which is reasonably acceptable to Sellers. The Allocation shall be prepared in accordance with Section 1060 of the U.S. Code and shall be consistent with Exhibit K. Exhibit K (prepared by Purchaser and reasonably acceptable to Sellers) sets forth the methodology to be used in preparing the Allocation.

          (b) For all Tax purposes, each of Sellers and Purchaser shall, and shall cause their respective Affiliates to, report the transactions contemplated in this Agreement and the Ancillary Agreements in a manner consistent with the Allocation, and neither Sellers nor Purchaser shall, and Sellers and Purchaser shall cause their respective Affiliates not to, take any position inconsistent therewith in any Tax Return, in any refund claim, or in any litigation with any Tax authority or otherwise. Any adjustments to the sum of the Cash Purchase Price and the Assumed Liabilities shall be reflected in the Allocation in accordance with Section 1060 of the U.S. Code. Sellers, on the one hand, and Purchaser, on the other hand, agree (i) to cooperate with each other in preparing IRS Form 8594 (or any successor form) for filing by each and (ii) to

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furnish the other with a copy of each form, prepared in draft form, at least sixty (60) days prior to the filing due date for such form.

          (c) Within thirty (30) days after the determination of any adjustment to the Purchase Price pursuant to Section 2.07, such adjustment shall be paid to Sellers or Purchaser, as the case may be, and the parties agree, for all Tax purposes, to allocate such adjustment among the Transferred Assets, as the case may be, based upon the item or items to which such adjustment relates; provided, that any further adjustment among the Transferred Assets shall be completed in accordance with Section 1060 of the U.S. Code.

     SECTION 2.05. Closing Adjustments. Seller shall deliver to Purchaser prior to the Closing a written certificate executed by Seller’s chief financial officer setting forth his or her good faith estimate of the Net Working Capital, which shall include a separate line item for each element comprising Net Working Capital (the “Estimated Net Working Capital”) as of the Closing Date (the “Estimated Net Working Capital Statement”), and a good faith estimate of the balance sheet of the Business as of the Closing Date from which Estimated Net Working Capital shall be derived (including a good faith estimate of the Closing Indebtedness). The Estimated Net Working Capital Statement and the estimated balance sheet shall be prepared in accordance with GAAP and Seller Accounting Principles as outlined in Exhibit H and shall be in form and substance reasonably satisfactory to Purchaser. Purchaser shall have the opportunity to provide comments to Seller on the Estimated Net Working Capital Statement and the closing balance sheet (including the determination of Closing Indebtedness) and the Estimated Net Working Capital Statement shall be modified prior to the Closing Date to reflect any comments of Purchaser that are consistent with the appropriate calculation of Estimated Net Working Capital and Closing Indebtedness in accordance with the terms of this Agreement. Seller shall permit Purchaser and its representatives and advisors the opportunity to review all workpapers and other supporting documentation regarding the Estimated Net Working Capital Statement and the estimated balance sheet of the Business as of the Closing Date. If the Estimated Net Working Capital is greater than the Net Working Capital shown on the Reference Net Working Capital Statement (the “Reference Net Working Capital”), the Cash Purchase Price to be paid at the Closing shall be increased dollar for dollar by such excess amount, and, if the Estimated Net Working Capital is less than the Reference Net Working Capital, the Cash Purchase Price shall be decreased dollar for dollar by such shortfall. The Cash Purchase Price as so adjusted is hereafter called the “Estimated Cash Purchase Price.”

     SECTION 2.06. Payments upon Closing. The Estimated Cash Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of same-day funds to the Escrow Agent and to one or more accounts designated as the Purchase Price Bank Account and in such amounts as designated by Seller.

     SECTION 2.07. Post-Closing Purchase Price Adjustment.

          (a) As promptly as practicable, but in any event within sixty (60) calendar days following the Closing Date, Purchaser shall deliver to Seller a written statement indicating the amount of the Net Working Capital as of the Closing Date (the “Closing Statement of Net Working Capital”), determined in accordance with GAAP and Seller Accounting Principles as outlined in Exhibit I. Seller shall cause its and its Affiliates’ respective officers and employees

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to assist and cooperate with Purchaser in connection with an audit of the balance sheet of the Business as of the Closing Date from which the Closing Statement of Net Working Capital will be derived.

          (b) If Seller disagrees with the determination of the Closing Statement of Net Working Capital, Seller shall notify Purchaser in writing of such disagreement within the thirty (30)-day period immediately following the delivery of the Closing Statement of Net Working Capital, which notice (the “Dispute Notice”) shall describe in reasonable detail the nature of any such disagreement and provide reasonable supporting documentation for such disagreement; provided, however, that Seller shall only be entitled to disagree with any determination made by Purchaser for the reason that the amounts reflected therein are not mathematically correct or were not determined on the basis of, or using GAAP and Seller Accounting Principles as outlined in Exhibit I . During the thirty (30)-day period of its review, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Statement of Net Working Capital. Seller agrees that any failure by it to notify Purchaser of any such disagreement prior to the expiration of the thirty (30)-day period immediately following the delivery of the Closing Statement of Net Working Capital by Purchaser shall be deemed to be an acceptance by Seller of the Closing Statement of Net Working Capital, and shall constitute a waiver of any right by Seller to dispute such Closing Statement of Net Working Capital for purposes of this Section 2.07.

          (c) Seller and Purchaser agree to negotiate in good faith to resolve any such disagreements regarding the determination of the Closing Statement of Net Working Capital, and any resolution of such disagreement agreed to in writing by Seller and Purchaser shall be final and binding upon the Parties. If Seller and Purchaser are unable to resolve such disagreement identified by Seller pursuant to a Dispute Notice under Section 2.07(b) within fifteen (15) days after delivery to Purchaser of the written Dispute Notice by Seller, then the disputed matters shall be referred to Ernst & Young LLP for final determination. If Ernst & Young LLP is unable to serve or shall decline or is not, at the time of such referral, independent of Seller and Purchaser, Seller and Purchaser shall jointly select an arbitrator from an internationally recognized accounting firm that is not the independent auditor for either Seller or Purchaser and has not performed any other material services for either Seller or Purchaser during the two (2) years preceding its selection or agreed to perform services in the future; provided, however, that if Seller and Purchaser are unable to select such an arbitrator within fifteen (15) days after delivery of written notice of a disagreement, the International Centre for Expertise of the International Chamber of Commerce shall make such selection at the request of any Party (Ernst & Young LLP or any other internationally recognized accounting firm so selected shall be referred to herein as the “Working Capital Arbitrator”). The Working Capital Arbitrator shall only consider those items and amounts as to which Seller and Purchaser have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Working Capital Arbitrator shall select as a resolution for each disputed matter the position of either Seller or Purchaser (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and may not impose an alternative resolution. The Working Capital Arbitrator shall deliver to Seller and Purchaser, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Closing Statement of Net Working Capital, determined in accordance with

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the terms of this Agreement. Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable law and may be enforced in any court having jurisdiction. The fees, expenses and costs of the Working Capital Arbitrator shall be borne one-half by Seller and one-half by Purchaser.

          (d) If and to the extent the Closing Statement of Net Working Capital, as finally determined after the procedures set forth in this Section 2.07, is different from the Estimated Net Working Capital Statement, the Cash Purchase Price shall be increased or decreased, as the case may be, dollar for dollar by the amount that the Net Working Capital on the Closing Statement of Net Working Capital exceeds or is less than, as the case may be, the Estimated Net Working Capital on the Estimated Net Working Capital Statement. If the Cash Purchase Price is decreased as a result of this adjustment, Purchaser shall be paid the amount of such decrease along with interest accrued thereon (as determined below) solely from the Retention Account, and if the Cash Purchase Price is increased as a result of such adjustment, Purchaser shall pay to Seller the amount of such increase along with interest accrued thereon (as determined below). Interest on the amount of such increase or decrease shall accrue at a rate per annum equal to the prime (sometimes called base) rate announced from time to time by Citibank N.A., commencing on the Closing Date until the date of payment. All payments pursuant to this Section 2.07(d) shall be made by wire transfer of same-day funds to an account designated by Seller or Purchaser, as the case may be, within ten (10) Business Days after the determination of the amount to be paid.

     SECTION 2.08. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 10:00 a.m. local time on the fifth Business Day following the satisfaction or written waiver of the conditions to the obligations of the Parties set forth in Sections 8.01 and 8.02, or at such other place or at such other time or on such other date as Seller and Purchaser may mutually agree upon (the day on which the Closing takes place being the “Closing Date”). The Parties agree that to the extent reasonably practicable the Closing shall occur on the last Business Day of a calendar month.

     SECTION 2.09. Closing Deliveries.

          (a) At the Closing, each of Sellers (as applicable) shall deliver or cause to be delivered to Purchaser:

          (i) the Bill of Sale, Assignment and Assumption Agreement, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Trademark Assignment and such other instruments, in form and substance reasonably satisfactory to Purchaser, as may be reasonably requested by Purchaser to effect the transfer of the Transferred Assets to Purchaser or evidence such transfer on the public records, in each case duly executed by the relevant one of Sellers (and Mayflower Plc, in the case of the Trademark Assignment);

          (ii) the Employee-Benefits Assignment and Assumption Agreement, executed by the relevant one of Sellers;

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          (iii) the Transition Services Agreement;

          (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.09(a)(i) through (iii);

          (v) a receipt for the Estimated Cash Purchase Price less the amount transferred to the Escrow Agent pursuant to Section 2.09(b)(i);

          (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the relevant one of Sellers, of the constituent documents of each Seller and the resolutions duly and validly adopted by the Board of Directors or Board of Managers of such relevant one of Sellers evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby;

          (vii) a certificate of the Secretary or an Assistant Secretary of the relevant one of Sellers certifying the names and signatures of the officers of the relevant one of Sellers authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder;

          (viii) a certificate of a duly authorized officer of the relevant one of Sellers certifying as to the matters set forth in Section 8.02(a);

          (ix) written confirmation that MVS and MVS-Michigan at or prior to the Closing have changed their respective names so that they do not contain the word “Mayflower” or the phrase “MVS”;

          (x) a certificate as described in Section 8.02(d) hereunder;

          (xi) customary title affidavits and certificates relating to the Transferred Real Property; and

          (xii) a favorable opinion of Seller’s special counsel as to due organization and good standing of and due authorization by Sellers and the enforceability (subject to customary exceptions) against Sellers of this Agreement and the relevant Ancillary Agreements in form and substance satisfactory to Purchaser;

          (xiii) mortgage releases or other lien satisfactions in connection with any non-Governmental Debt being repaid on the Closing Date and customary pay-off letters with respect to all Indebtedness being repaid on the Closing Date, including all Indebtedness for Borrowed Money, provided that once Sellers deliver the Deeds to Purchaser and the Deeds are accepted by Purchaser, Purchaser shall be responsible for obtaining and recording any mortgage releases or other lien satisfactions in connection with any Governmental Debt being repaid on the Closing Date and Sellers shall have no liability to Purchaser by reason of

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any such mortgages or liens remaining of record against any Owned Property after Closing; and

          (xiv) such other documents and instruments as shall be reasonably requested by Purchaser to effect the intent of this Agreement and to consummate the transactions contemplated hereby.

          (b) At the Closing, Purchaser shall deliver or cause to be delivered to Seller (except as set forth in (i) below):

          (i) US $5,000,000 of the Estimated Cash Purchase Price by bank transfer in immediately available funds to the Escrow Agent under the Escrow Agreement;

          (ii) US $7,500,000 of the Estimated Cash Purchase Price by bank transfer in immediately available funds to the Retention Account as provided in Section 2.10(b) hereof;

          (iii) the balance of the Estimated Cash Purchase Price by wire transfer in immediately available funds to the designated recipients thereof as provided in Section 2.10(a) hereof;

          (iv) executed counterparts of each Ancillary Agreement to which Purchaser is a party;

          (v) a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser, of the constituent documents of Purchaser and the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

          (vi) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder;

          (vii) a certificate of a duly authorized officer of Purchaser certifying as to the matters set forth in Section 8.01(a);

          (viii) an opinion of Kirkland & Ellis LLP, Purchaser’s outside counsel, only as to due organization and good standing of and due authorization by Purchaser, and the enforceability (subject to the customary exceptions) against Purchaser of this Agreement and the relevant Ancillary Agreements, in form and substance satisfactory to Seller; and

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          (ix) such other documents and instruments as shall be reasonably requested by Seller to effect the intent of this Agreement and to consummate the transactions contemplated hereby.

     SECTION 2.10. Use of Proceeds; Retention Fund.

          (a) The portion of the Estimated Cash Purchase Price that is not deposited with the Escrow Agent and that is not deposited in the Retention Fund on the Closing Date shall be used by Sellers to pay the Persons on the Closing Date as expressly set forth on Section 2.10(a) of the Disclosure Schedule, with any balance to be paid to the relevant one of Sellers set forth on such Section 2.10(a) of the Disclosure Schedule. Seller shall no later than three (3) Business Days prior to the Closing Date deliver to Purchaser wire instructions for each of the designated recipients of the balance of the Estimated Cash Purchase Price as set forth on Section 2.10(a) of the Disclosure Schedule, and, to the extent such recipient is a holder of Indebtedness (whether related to the Business or the South Charleston Business) that is being paid, repaid or defeased as of the Closing Date, a customary payoff letter and other customary documentation providing for the release of all Encumbrances, if any, related to such Indebtedness. Each recipient of any portion of the Estimated Cash Purchase Price shall also execute and deliver to Purchaser on the Closing Date a receipt evidencing receipt of such payment. This Section 2.10(a) shall constitute a written instruction by Seller to Purchaser to direct the amounts set forth on Section 2.10(a) of the Disclosure Schedule to the designated recipients of such portion of the Estimated Cash Purchase Price.

          (b)

          (i) On or before the Closing Date, Seller shall establish a new, separate interest-bearing bank account in the name of Seller with a reputable financial institution located in the United States with a combined capital and surplus in excess of One Hundred Million Dollars ($100,000,000) (the “Retention Account”) for the purpose of receiving the portion of the Estimated Cash Purchase Price to be paid into the Retention Account as provided in Section 2.09(b)(ii) and to make disbursements therefrom solely as provided in Section 2.10(b) and Section 2.07(d).

          (ii) Seller shall not, directly or indirectly, disburse or cause or permit the disbursement of any amounts held in the Retention Account, including any interest thereon (the amount of funds held in the Retention Account from time to time being referred to as the “Retention Funds”), except as set forth in Section 2.07(d) and except as follows:

          (A) Seller may disburse from the Retention Account an amount of the Retention Funds necessary to satisfy and discharge any Qualified Retained Liability to the extent that the amount so disbursed to pay such Qualified Retained Liability does not exceed, when taken together with the amount of all other prior disbursements from the Retention Account used to pay Qualified Retained Liabilities in any given twelve-month period, $1,000,000 in the aggregate.

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          (B) Seller may pay and discharge from the Retention Account when due any Qualified Retained Liability that does not fall within Section 2.10(b)(ii)(A) with the prior written consent of Purchaser, which consent shall not be unreasonably withheld.

          (C) To the extent claims regarding Qualified Retained Liabilities exceeding US $3,750,000 in the aggregate are not then pending, threatened or contingent and Seller shall have delivered to Purchaser a certificate to such effect, executed by the principal officer then responsible for the remaining operations of Seller, Seller may disburse up to US $3,750,000 of the Retention Funds from the Retention Account (less the amount of Retention Funds previously disbursed from the Retention Account) on the first anniversary of the Closing Date to the beneficiaries of Seller Parent Guarantees. For purposes of the above-referenced disbursement of the Retention Funds, a Tax claim shall not be deemed to be pending, threatened or contingent unless one of Sellers shall have received written or oral notice of an impending audit from a Governmental Authority.

          (D) Except for the maximum amount of any claim regarding Qualified Retained Liabilities that is then pending or threatened or that any Seller reasonably believes could be asserted within a six month period thereafter, which amount shall be retained in the Retention Account until all such claims are no longer pending, threatened or contingent (and Seller shall have delivered to Purchaser a certificate as the maximum amount, if any, of all such claims, executed by the principal officer then responsible for the remaining operations of Seller), Seller may disburse the balance of the Retention Funds from the Retention Account on the second anniversary of the Closing Date to the beneficiaries of Seller Parent Guarantees.

          (E) For purposes of this Agreement, a “Qualified Retained Liability” shall mean any bona fide Retained Liability that is not a Liability owed or payable to or for the benefit of any Seller, any Affiliate of Seller or in respect of any guarantee or other credit support provided by any one or more Sellers for the benefit of any Affiliate of Sellers or incurred in connection with any Indebtedness of any Affiliate of Sellers (including, without limitation, Mayflower Plc). For the avoidance of doubt, Sellers’ indemnification obligations under Sections 9.02(a)(i), (ii), (iv), (v) and (vi) are not included within the definition of Qualified Retained Liability.

          (iii) Seller agrees that it has not permitted and shall not permit the Retention Account to be subject to any Encumbrance other than for the benefit of Purchaser under this Agreement or by operation of Law. For the avoidance of doubt, in no event shall the Retention Account be the subject of an Encumbrance in favor of the holders of Indebtedness of Sellers or any of their Affiliates;

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provided that the beneficiaries of Seller Parent Guarantees may be granted a security interest on those portions of the Retention Account that are disbursed to Seller.

          (iv) Seller shall cause the financial institution at which the Retention Account is located to deliver a true and correct copy of the monthly bank statement for the Retention Account to Purchaser within 10 days of the end of each calendar month in which any Retention Funds remain in the Retention Account, in each case showing the balance remaining in the Retention Account as of the end of such calendar month and all activity in the Retention Account during such calendar month.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

     On or prior to the date hereof, Seller has delivered to Purchaser the Disclosure Schedule setting forth certain information or statements, the disclosure of which is necessary or appropriate either (1) in response to an express informational requirement contained in a provision hereof or (2) as an exception to one or more representations, warranties or covenants contained in this Agreement. The inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sellers that (i) such item represents a material exception or a material fact, event or circumstance, or (ii) such item is reasonably expected to result in a Material Adverse Effect. Seller has the continuing obligation until the Closing promptly to supplement or amend the Disclosure Schedule with respect to any matter hereafter discovered that, if known on the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule and any matter hereafter arising that has or would reasonably be expected to have a Material Adverse Effect; provided, however, that no supplement or amendment to the Disclosure Schedule shall have any effect for the purposes of determining the satisfaction of the conditions set forth in Section 8.02.

     Except as otherwise set forth in the Exhibits to this Agreement or the Disclosure Schedule (it being understood and agreed that any such exception specifically relating to a representation or warranty hereunder shall be construed as an exception to any other representation or warranty hereunder to the extent the applicability of such exception is reasonably ascertainable), Seller represents and warrants to Purchaser as follows:

     SECTION 3.01. Organization and Existence. Each of Sellers is a legal entity duly established, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite power and authority to own, lease and operate its properties and, in the case of each of Seller and MVS-Michigan, to conduct the Business as it is currently conducted, except where the failure to have such power and authority would not reasonably be expected to result in a Material Adverse Effect. Sellers are duly qualified or licensed to do business under the laws of each jurisdiction in which the character of the properties owned, leased, used or operated by it or the nature of the activities conducted by it makes such qualification necessary, except any such jurisdiction where the failure to be so

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qualified or licensed would not reasonably be expected to result in a Material Adverse Effect. Wayne and Orrville are not currently carrying on any business activities of any type. None of Sellers nor any of their respective U.S. Affiliates conduct the business of the design, manufacture and sale of heavy truck cabs and components outside the United States or through any Person other than Seller and MVS-Michigan and their respective employees, independent contractors and agents, except that certain cabs and parts therefor are sold in Canada and Mexico and certain parts are sold into Australia.

     SECTION 3.02. Power and Authority; Authorization; Binding Effect.

          (a) Each of Sellers has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of incorporation or organization to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, as applicable.

          (b) The execution and delivery by each of Sellers, the performance by it of its respective obligations under, and the consummation by it of the transactions contemplated by, this Agreement and the Ancillary Agreements to be entered into by it have been duly authorized by all requisite organizational and stockholder action of Sellers.

          (c) This Agreement has been duly executed and delivered by each of Sellers and (assuming due authorization, execution and delivery by Purchaser) is, and each Ancillary Agreement to be entered into by such one of Sellers, when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto other than Sellers), will be, the valid and binding obligation of such one of Sellers, enforceable against such one of Sellers in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     SECTION 3.03. No Conflict. Assuming that all consents, approvals, authorizations and other actions referred to in Section 3.04 have been obtained and all filings and notifications referred to in Section 3.04 of the Disclosure Schedule have been made, the execution, delivery and performance of this Agreement and the Ancillary Agreements by each of Sellers do not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws or similar organizational documents of any of Sellers; (ii) conflict with or violate any Law or Governmental Order applicable to any of Sellers, any of the Transferred Assets, or any of the Assumed Liabilities; or (iii) except as set forth in Section 3.03(iii) of the Disclosure Schedule and subject to Section 5.03(d) and (e) hereof, conflict with, result in any breach of, constitute a default under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Transferred Assets pursuant to, any Contract to which any of Sellers is a party or by which any of such assets or properties are bound or affected, except in the case of clauses (ii) and (iii), to the extent that such conflicts, breaches, defaults or other matters would not reasonably be expected to have a Material Adverse Effect.

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     SECTION 3.04. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Sellers do not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as set forth in Section 3.04(i) of the Disclosure Schedule; (ii) pursuant to the notification and waiting period requirements of the HSR Act and applicable filings under non-U.S. antitrust and competition law as set forth in Section 3.04(ii) of the Disclosure Schedule; or (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not materially delay the consummation by each of Sellers of the transactions contemplated by this Agreement or the Ancillary Agreements or would not reasonably be expected to have a Material Adverse Effect.

     SECTION 3.05. Intentionally Omitted

     SECTION 3.06. No Undisclosed Liabilities; Transferred Assets.

          (a) Except as disclosed in Section 3.06(a) of the Disclosure Schedule, to the Knowledge of Sellers, there exist no Liabilities relating to the Business incurred since 1 January 2004 other than (i) Liabilities incurred in the ordinary course of business or (ii) Liabilities which have not had, and are not reasonably expected to have, a Material Adverse Effect.

          (b) Except as disclosed in Section 3.06(b) of the Disclosure Schedule, Sellers (or one or more of them) own all of the Transferred Assets, free and clear of all Encumbrances, except for (i) any Encumbrances arising from or in connection with the factoring of any Receivables (which shall be discharged and released at or prior to the Closing), (ii) the Permitted Encumbrances and (iii) the terms of any lease, license, loan, or bailment in regard to any Transferred Assets that are not owned by any of Sellers.

          (c) Subject to the provisions of Section 5.03 (d), the Transferred Assets (i) constitute all of the assets (or rights to use all of the assets) used or held for use by Sellers in connection with the conduct or operation of the Business, other than the Retained Assets of the types specified in clauses (i), (vi) and (viii) of Section 2.01(b) hereof, assets that relate to Seller’s South Charleston Business and that are not also used in the Business, and assets that are necessary to carry out the services to be performed pursuant to the Transition Services Agreement, and (ii) together with the rights granted under, but subject to the obligations of, the Transition Services Agreement, will permit Purchaser to conduct the business substantially as it is being conducted on the date of this Agreement and the Closing Date and to perform all the Assumed Liabilities.

     SECTION 3.07. Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Since 1 April 2004, except as disclosed in Section 3.07 of the Disclosure Schedule, to the Knowledge of Sellers, there has been no event, circumstance, development or effect or series of related events, circumstances or developments relating specifically to the Business (other than changes in economic conditions generally, changes in the general condition of the industry in which the Business operates, and changes due to the insolvency of Seller’s ultimate parent entity), whether or not covered by insurance, which has resulted in or reasonably would be expected to result in a Material Adverse Effect, and to the Knowledge of Seller, no such event, circumstance, development or effect or series of related events, circumstances or

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developments is reasonably likely to occur. Since 1 April 2004, except as disclosed in Section 3.07 of the Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, the Business has been conducted in the ordinary course consistent with past practice, except that there has been no business or other commercial activity or operations at the Orrville Site since on or about 1 August 2001. As amplification and not in limitation of the foregoing, except as disclosed in Section 3.07 of the Disclosure Schedule or would not reasonably be expected to have a Material Adverse Effect, since 1 April 2004 none of Sellers has:

          (a) permitted or allowed any of the material assets or properties (whether tangible or intangible) forming part of the Business (other than certain Receivables pledged to a factor) to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing;

          (b) sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets of the Business for an amount individually in excess of Two Hundred Thousand U.S. Dollars (US $200,000), other than the sale of Inventories in the ordinary course of the Business consistent with past practice;

          (c) made any capital expenditure or commitment for any capital expenditures relating to the Business in excess of One-Hundred Thousand U.S. Dollars (US $100,000), individually, and One Million U.S. Dollars (US $1,000,000) in the aggregate, other than expenditures listed on Section 3.07(c) of the Disclosure Schedule made in respect of tooling, molds and/or modifications necessary for new customer programs, the cost of which is intended to be reimbursable to Seller by the customer and which tooling and molds become the property of such customer upon such reimbursement;

          (d) made any material changes in the customary methods of operations of the Business, including, without limitation, practices and policies relating to manufacturing, purchasing, Inventories, marketing, selling and pricing other than in the ordinary course of the Business consistent with past practice;

          (e) except as disclosed in Section 3.07(e) of the Disclosure Schedule, granted or announced any increase in the wages, salaries, compensation, bonuses, incentives, severance or termination pay or benefits, pension or other benefits payable to any Business Employee, other than as required by Law, pursuant to any collective bargaining agreement or Plan, or other increases to persons other than executive officers in the ordinary course of the Business substantially consistent with past practice of the Business; or adopted, amended, modified or terminated any bonus, profit sharing, incentive, employment, severance, change in control, retirement, welfare or other plan, program, arrangement, contract or other commitment for the benefit of any of the Business Employees;

          (f) experienced any strike, walkout, slowdown or work stoppage;

          (g) suffered any physical damage, destruction or casualty loss of the scope specified in Section 8.02(g) affecting the Transferred Assets which is not covered by insurance;

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          (h) waived any rights under any Contract, lease or license constituting Transferred Assets which waiver, individually or in the aggregate with other such waivers, has had or is reasonably likely to have a Material Adverse Effect;

          (i) made or changed any Tax election, adopted or changed any Tax accounting method, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund or credit or took or failed to take any other action that materially increased the Tax liability of the Business;

          (j) except as may otherwise be required by applicable Law or GAAP, changed any of Seller Accounting Principles;

          (k) made any loans or advances to, or guarantees for the benefit of, any Person; or

          (l) committed to do any of the foregoing.

     SECTION 3.08. Litigation. Except as referred to in Section 3.08 of the Disclosure Schedule, there are no Actions relating to the Business against any of Sellers pending or, to the Knowledge of Seller, threatened where the amount at stake (excluding attorneys’ fees and disbursements relating thereto incurred by any of Sellers) is in excess of Two Hundred Thousand U.S. Dollars (US $200,000). Except as would not reasonably be expected to result in a Material Adverse Effect, none of Sellers is subject to any Governmental Order relating to the Business, and, to the Knowledge of Seller, there are no Governmental Orders relating to the Business threatened to be imposed on any of Sellers by any Governmental Authority.

     SECTION 3.09. Environmental Matters. Except as set forth in Section 3.09 of the Disclosure Schedule and as would not reasonably be expected to result in a Material Adverse Effect, to the Knowledge of Seller:

          (a) There has been no Release by Sellers at any of the Business Locations;

          (b) No Environmental Claims have been asserted against Sellers nor are there any threatened or pending Environmental Claim against Sellers; and

          (c) No Environmental Claims have been asserted against any facilities that may have received Hazardous Materials generated by Sellers.

     SECTION 3.10. Material Contracts. (a) Section 3.10(a) of the Disclosure Schedule lists each of the following contracts, mortgages, indentures, notes, commitments, understandings or other agreements, whether written or oral (“Contracts”), of any of Sellers in existence as of the date of the Agreement (such Contracts being the “Material Contracts”):

          (i) all Contracts (including, invoices, and purchase orders) for the purchase of Inventory, other materials or personal property with any supplier or for the furnishing of services to Sellers, to the extent related to the Business, under the terms of which any of Sellers: (A) must or would reasonably be expected to be required to pay or otherwise give consideration of more than One

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Hundred Thousand U.S. Dollars (US $100,000) during the calendar year ended 31 December 2004, or (B) must or would reasonably be expected to be required to pay or otherwise give consideration of more than Two Hundred Fifty Thousand U.S. Dollars (US $250,000) over the remaining term of such Contract;

          (ii) all Contracts (including invoices and sales orders) for the sale of Inventory or other personal property or for the furnishing of services by any of Sellers, to the extent related to the Business, under the terms of which any of Sellers is or would reasonably be expected to be entitled to receive: (A) consideration of more than One Hundred Thousand U.S. Dollars (US $100,000) during the calendar year ended 31 December 2004, or (B) consideration of more than Two Hundred Fifty Thousand U.S. Dollars (US $250,000) over the remaining term of the Contract;

          (iii) all material Seller IP Agreements (other than shrink-wrap licenses of commercially available computer software);

          (iv) all material Contracts with any Governmental Authority to which any of Sellers is a party to the extent related to the Business;

          (v) all Assumed Shared Contracts;

          (vi) any Contract that materially restricts any of Sellers’ ability to conduct the Business in any geographic area;

          (vii) any Contract relating to any joint venture, partnership or similar arrangement of the Business;

          (viii) any Contract that is an employment or consulting agreement between any of Sellers and any Business Employee which is not otherwise terminable by one of Sellers upon written notice, given at any time, of not more than sixty (60) days, and without material penalty;

          (ix) any collective bargaining agreement or any other material Contract with any labor union covering any Business Employees;

          (x) any Contract pursuant to which any of Sellers has granted any exclusive marketing, distribution or other similar right to any third party with respect to the Business;

          (xi) all Assumed Real Property Leases;

          (xii) all Contracts relating to Indebtedness of any Seller relating to the Business or imposing any Encumbrance on any of the Transferred Assets;

          (xiii) all Contracts between any Seller and any of their respective Affiliates (including any other Seller); and

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          (xiv) any Contract that, if terminated prior to its term, would reasonably be expected to result in payments, penalties or damages to the Business that would reasonably be expected to result in a Material Adverse Effect.

          (b) Each Material Contract (i) is as of the date hereof valid and binding in all material respects on the relevant one of Sellers and, to the Knowledge of Seller, the counterparties thereto, and is in full force and effect, and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.03(iii) of the Disclosure Schedule are not obtained and subject to the provisions of Section 5.03(d) and (e) hereof, shall continue in full force and effect without penalty or other adverse consequence. None of Sellers or, to the Knowledge of Seller, any other party thereto, is in material breach of, or default under, any Material Contract. There exists no default or any event which, with the giving of notice, lapse of time, or both, would constitute a default on the part of the relevant one of Sellers or, to the Knowledge of Seller, any other party thereto, under any of the Material Contracts, except as would not reasonably be expected to result in a Material Adverse Effect.

          (c) There are no Transaction Triggered Payments other than (i) the Loyalty Bonus Program, (ii) the Key Management Incentive Bonus Program; and (iii) such other payments as are described in or contemplated by the plans and documents listed on Section 3.13(a) of the Disclosure Schedule, complete and accurate copies of which have been provided to Purchaser or have been included in the data room documentation made available to Purchaser on or prior to the Closing Date. The individuals eligible to receive Loyalty Bonus payments and the amount of each such payment are set forth in Section 3.10(c) of the Disclosure Schedule. Payments due under the Key Management Incentive Bonus program allocable to 2004 do not exceed Five Hundred Thousand Dollars ($500,000).

     SECTION 3.11. Intellectual Property.

          (a) Section 3.11(a) of the Disclosure Schedule sets forth a true and complete list of (i) all Registered and material un-Registered Transferred Intellectual Property, including Seller Marks, and (ii) the material Seller IP Agreements. Except as set forth in Section 3.11(a) of the Disclosure Schedule, the Transferred Intellectual Property and the Intellectual Property that is the subject of the Transition Services Agreement together constitutes all the Intellectual Property that is necessary for the conduct of the Business as currently conducted.

          (b) Except as would not reasonably be expected to result in a Material Adverse Effect, Seller has a valid right to use all Transferred Intellectual Property (other than the “Mayflower” name and the knot design, which are covered in the next succeeding sentence) in the ordinary course of the Business. Seller has a valid right to use the “Mayflower” name and the knot design in the ordinary course of the Business.

          (c) To the Knowledge of Seller, Sellers are the owners of the entire right, title and interest in and to the Transferred Intellectual Property (except as to any Transferred Intellectual Property that is licensed to any of Sellers pursuant to a Seller IP Agreement) and such Transferred Intellectual Property is valid and enforceable and has not been adjudged invalid or unenforceable in whole or in part.

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          (d) To the Knowledge of Seller, no person is engaging in any activity that infringes the Transferred Intellectual Property.

          (e) To the Knowledge of Seller, no suit, action, reissue, reexamination, public protest, interference, arbitration, mediation, opposition, cancellation or other proceeding (collectively, “Suit”) has been asserted or threatened, against any of Sellers alleging that the operation of the Business infringes the Intellectual Property rights of any third party.

          (f) To the Knowledge of Seller, the consummation of the transactions contemplated by this Agreement will not result in termination or impairment of any rights in or to any of the Transferred Intellectual Property.

     SECTION 3.12. Real Property. (a) Except as related to the South Charleston Site, Section 3.12(a) of the Disclosure Schedule lists the real property owned by any of Sellers that is used in the Business, or in the case of the Orrville Site, has been used in the Business (the “Owned Real Property”). Section 3.12(a) of the Disclosure Schedule lists for each Owned Real Property, (i) the street address of each parcel of Owned Real Property, (ii) the current record owner (each being a “Seller Fee Owner”) of each such parcel of Owned Real Property, and (iii) the identity of any lessee, licensee or other occupant of the Owned Property.

          (a) Except as related to the South Charleston Site, Section 3.12(b) of the Disclosure Schedule lists the real property leased by any of Sellers and used in the Business (the “Leased Real Property”). Section 3.12(b) of the Disclosure Schedule lists (i) the street address of each parcel of Leased Real Property and (ii) the identity of the lessor, lessee (each being a “Seller Lessee”) and current occupant (if different from Seller Lessee) of each such parcel of Leased Real Property.

          (b) Except as set forth in Section 3.12(c) of the Disclosure Schedule, the applicable Seller Fee Owner has fee simple title, insurable at standard rates, to its Owned Real Property free and clear of Encumbrances other than Permitted Encumbrances and no condemnation, eminent domain or expropriation proceeding is pending or, to the Knowledge of Seller, threatened against the Owned Real Property, except, in either case, as would not reasonably be expected to have a Material Adverse Effect.

          (c) Seller has, or has caused to be delivered, to Purchaser a correct and complete copy of the Assumed Real Property Leases pursuant to which Seller has a leasehold interest in the Leased Real Property. To the Knowledge of Seller, all of the Assumed Real Property Leases listed in Section 3.12(b) of the Disclosure Schedule are valid, existing and in full force and effect and binding upon Sellers and the other parties thereto in accordance with their terms, (ii) have not been modified or amended, and (iii) there exists no default, after the expiration of any applicable notice, grace or cure period, under any Assumed Real Property Lease by such Seller Lessees, or, to the Knowledge of Seller, by the respective lessors thereunder, except as would not reasonably be expected to have a Material Adverse Effect.

      SECTION 3.13. Employee Benefit Matters.

          (a) Section 3.13(a) of the Disclosure Schedule lists (i) each “employee benefit plan” (as defined in Section 3(3) of ERISA), including, but not limited to, each pension,

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supplemental retirement, health, welfare, medical, dental, disability, life insurance, severance or other pension or welfare plan or program, as well as each trust agreement, insurance policy and/or administrative services and other similar agreements associated therewith; and (ii) each bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation or other benefit plan, program or arrangement, and each employment, termination, severance or other contract or agreement, whether funded or unfunded, to which any Seller is a party, with respect to which any Seller has any obligation, or that is maintained, contributed to or required to be contributed to or sponsored by any Seller for the benefit of any Business Employee or any Other Business Employee (collectively, the “Plans”). Seller has made available to Purchaser an accurate copy of each Plan, and, to the extent applicable: (i) any related trust agreement or other funding instrument, investment contract and administration agreement (ii) the most recent IRS determination letter, (iii) any summary plan description, (iv) a summary of any proposed amendments or changes anticipated to be made to the Plans at any time prior to the Closing, and (v) for the three most recent years (A) the IRS Form 5500 (including all required schedules and accountant’s opinions), (B) audited financial statements, (C) actuarial valuation reports, and (D) PBGC Form 1 (and, if applicable, PBGC Form 1ES).

          (b) Except as disclosed in Section 3.13(b) of the Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of Seller (i) Each Plan has been maintained, funded and administered in accordance with its terms, the terms of any collective bargaining agreement and the requirements of all applicable Laws, including ERISA and the U.S. Code; (ii) each Seller has performed all obligations to be performed by it under, and was not and is not in default under or in violation of, any Plan; (iii) no action, claim or proceeding is pending or threatened with respect to any Plan (other than claims for benefits in the ordinary course); (iv) no audits, inquiries or proceedings are pending, or to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, Pension Benefit Guaranty Corporation (the “PBGC”) or other Governmental Authority; (v) to the extent due and payable on or prior to the Closing Date, all contributions or premium payments have been made or accrued; (vi) Sellers have not violated ERISA’s fiduciary obligations or engaged in any prohibited transaction (within the meaning of Section 406 of ERISA and Section 4975 of the U.S. Code); (vii) no Plan has any liability for any federal, state, local or foreign Taxes; (viii) Seller and its ERISA Affiliates have no outstanding liability with respect to any Plan subject to Title IV of ERISA that was previously maintained or contributed to by Seller or any of its ERISA Affiliates within six (6) years prior to the date of this Agreement; (ix) with respect to any “defined benefit plan,” within the meaning of Section 3(35) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by Sellers or any of their ERISA Affiliates: (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the PBGC has been incurred (other than premiums currently due), which liability has not been satisfied; (C) no “accumulated funding deficiency,” within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived, has been incurred; (D) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last six years; and (E) no lien has arisen under ERISA or the Code on the assets of Seller and its ERISA Affiliates.

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          (c) Except as disclosed in Section 3.13(c) of the Disclosure Schedule, each Plan which is intended to be qualified under Section 401(a) of the U.S. Code has received a favorable determination letter from the IRS that it is so qualified, or an application for such a letter has been filed and is currently pending and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the U.S. Code has received a determination letter from the IRS that it is so exempt, or an application for such a letter has been filed and is currently pending and, to the Knowledge of Seller, no fact or event has occurred since the date of such determination letter from the IRS or application which would reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

          (d) To the Knowledge of Seller, neither Sellers nor any of their ERISA Affiliates contributes or has an obligation to contribute, and has not within six years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan within the meaning of Section 3(37) of ERISA.

          (e) except pursuant to the Plans set forth in Section 3.13(a) of the Disclosure Schedule, to the Knowledge of Seller, the consummation of the transactions contemplated by this Agreement shall not (i) entitle any current or former employee, director or consultant of the Business to any payment, (ii) increase the amount of any compensation to any such person, (iii) accelerate the vesting of any compensation, stock incentive or other benefit to such person or (iv) result in any parachute payment under Section 280G of the U.S. Code whether or not such compensation is considered to be reasonable.

     SECTION 3.14. Labor Matters.

          (a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, none of Sellers is a party to any collective bargaining agreement or other labor union contract applicable to the Business Employees, and currently, to the Knowledge of Seller, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit covering the Business Employees.

          (b) Except as disclosed in Section 3.14(b) of the Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of Seller, there is no complaint, charge, grievance or claim based on or arising out of the employment by Seller of any Business Employee, including, but not limited to the payment of wages, salary or overtime pay that is now pending or threatened before any Governmental Authority with respect to any current or former Business Employee.

          (c) Within the last three years prior to the Closing Date, there have been no strikes or lockouts or work stoppages.

          (d) Seller has furnished to Purchaser a complete, true and correct written list (the “Employee List”) of all current Business Employees, their respective locations, the date their employment commenced and their base compensation.

          (e) Except as disclosed in Section 3.14(e) of the Disclosure Schedule, to the Knowledge of Seller, no event giving rise to the requirement that notice be given to any

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employee of the Business under the Worker Adjustment Retraining and Notification Act (the “WARN Act”) or under any similar foreign, state or local law has occurred or been announced during the 90-day period ending on the date of this Agreement or any longer period required by any local legislation.

     SECTION 3.15. Taxes. Except as set forth in Section 3.15 of the Disclosure Schedule, Sellers, each subsidiary of Sellers and each U.S. affiliated group (within the meaning of Section 1504 of the U.S. Code) or consolidated, combined or unitary group (under state or local Tax law) of which Sellers or any subsidiary of Sellers is or has been a member (each, a “U.S. Affiliated Group”) have timely filed all federal, state and local Tax Returns required to be filed under the U.S. Code or applicable state or local Tax laws and such Tax Returns are true, correct and complete. All Taxes required to be paid with respect to the Business and the Transferred Assets and with respect to the periods covered by the Tax Returns have been paid in full. No Tax liens have been filed, no claims are being asserted to Sellers’ Knowledge with respect to any Taxes of Sellers, any subsidiary of Sellers or any U.S. Affiliated Group, and, to the Knowledge of Sellers, no examination, audit or inquiry is currently being conducted by any Taxing authority, including any examination, audit or inquiry which could result in a Tax liability with respect to the Business or the Transferred Assets for which Sellers or any subsidiary of Sellers could be severally liable under Treasury Regulations § 1.1502-6 or any comparable state or local Tax provisions. Sellers and each subsidiary of Sellers have complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes with respect to the Business and the Transferred Assets and is not liable for any Taxes for failure to comply with such laws, rules, and regulations. Sellers and each subsidiary of Sellers have been included only in the combined, consolidated or unitary groups for state, federal and local income Tax purposes described on Section 3.15 of the Disclosure Schedule. There are no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns of Sellers, any subsidiary of Sellers or any U.S. Affiliated Group with respect to the Business or the Transferred Assets. Neither Sellers nor any subsidiary of Sellers are a party to any agreement or understanding providing for the allocation or sharing of Taxes other than with respect to each other. Set forth on Section 3.15 of the Disclosure Schedule is a list of all federal income Tax audits that have ended within three years of the date of this Agreement that have been completed by the IRS. None of the Transferred Assets is “Tax exempt use property” within the meaning of Section 168(h) of the U.S. Code.

     SECTION 3.16. Insurance. Section 3.16 of the Disclosure Schedule lists the material insurance policies or binders of fire, casualty, liability, burglary, fidelity, workers’ compensation, vehicular, health, life and other insurance relating to the Business maintained by or on behalf of any of Sellers as of the date hereof. All premiums required to be paid with respect thereto covering all periods up to and including the Closing Date have been, or shall in the ordinary course be, paid. No notice of cancellation or termination has been received with respect to any such policy as of the date of this Agreement, and all such insurance policies are in full force and effect and will remain in full force and effect up to and including the Closing Date (other than those that have been retired or expired in the ordinary course). To the Knowledge of Seller, no declination of coverage or reservation of rights has been made by any insurer with respect to any claim that is currently pending or threatened that was submitted under any such policy since 1 January 2000.

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     SECTION 3.17. Brokers. Except for Robert W. Baird & Co. Incorporated, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Sellers. An Affiliate of Seller is solely responsible for the fees and expenses of Robert W. Baird & Co. Incorporated.

     SECTION 3.18. Warranty and Product Liability Claims. Except as set forth on Section 3.18 of the Disclosure Schedule, to the Knowledge of Seller, no claims based on breach of express or implied warranty or based on product liability or strict liability have been asserted in writing since 1 January 2001 in regard to any product of Sellers relating to the Business. Except as set forth on Section 3.18 of the Disclosure Schedule, to the Knowledge of Seller, since 1 January 2001 there have been no recalls of any product of the Business.

     SECTION 3.19. Compliance with Law; Licenses and Permits. To the Knowledge of Seller, Section 3.19 of the Disclosure Schedule contains a true and complete list of all material permits, approvals, qualifications, licenses, agreements and authorizations of any Governmental Authority (including under Environmental Laws) held or used by any of Sellers in connection with the conduct of the Business (collectively, “Permits”). To the Knowledge of Seller, the Permits held or used by Sellers are all of the Permits necessary or appropriate for the operation of the Business.

     SECTION 3.20. No Other Business. None of Sellers has conducted any business other than the Business and Seller’s South Charleston Business.

     SECTION 3.21. No Other Representations and Warranties. NEITHER SELLERS NOR ANY OTHER PERSON HAVE MADE, OR SHALL BE DEEMED TO HAVE MADE, AND NEITHER SELLERS NOR ANY OF THEIR DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES IS LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES OR STATEMENTS PERTAINING TO THE BUSINESS, SELLERS OR THE TRANSFERRED ASSETS, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE III, ANY ANCILLARY AGREEMENT OR ANY CERTIFICATE DELIVERED AT THE CLOSING BY ANY SUCH PERSONS.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Except as otherwise set forth in the Exhibits to this Agreement or the Disclosure Schedule (it being understood that any such exception specifically relating to a representation or warranty hereunder shall be construed as an exception to any other representation or warranty hereunder to the extent the applicability of such exception is reasonably ascertainable), Purchaser hereby represents and warrants to Sellers as follows:

     SECTION 4.01. Organization and Existence. Purchaser is a legal entity duly established, validly existing, and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, and Purchaser has all requisite power and

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authority to own, lease and operate its properties, except where the failure to have such power and authority would not materially adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.

     SECTION 4.02. Power and Authority; Authorization; Binding Effect

          (a) Purchaser has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of incorporation or organization and formation to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.

          (b) The execution and delivery by Purchaser, the performance by it of its obligations under, and the consummation by it of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all requisite organizational action of Purchaser.

          (c) This Agreement has been duly executed and delivered by Purchaser and (assuming due authorization, execution and delivery by Sellers) is, and each Ancillary Agreement when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto) will be, the valid and binding obligation of Purchaser, enforceable against it in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     SECTION 4.03. No Conflict. Assuming that all consents, approvals, authorizations and other actions referred to in Section 4.04 have been obtained and all filings and notifications referred to in Section 4.04 have been made, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser, do not (i) violate, conflict with or result in the breach of any provision of the constituting documents of Purchaser; (ii) conflict with or violate any Law or Governmental Order applicable to Purchaser; or (iii) conflict with, or result in any breach of, constitute a default under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Purchaser pursuant to, any agreement to which Purchaser is a party or by which any of its assets or properties are bound or affected.

     SECTION 4.04. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement and each Ancillary Agreement by Purchaser does not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) pursuant to the notification and waiting period requirements of the HSR Act; (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not materially delay the consummation by Purchaser of the transactions contemplated by this Agreement or the Ancillary Agreements; and (iii) as may relate to Sellers.

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     SECTION 4.05. Litigation. No claim, action, suit, proceeding or investigation by or against Purchaser is pending or, to the Knowledge of Purchaser, threatened which seeks to delay or prevent the consummation of, or which would be reasonably likely to adversely affect the ability of Purchaser to consummate, the transactions contemplated by this Agreement and the Ancillary Agreements.

     SECTION 4.06. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Purchaser and for which any of Sellers will be responsible.

     SECTION 4.07. Financing. Purchaser has provided to Seller true and correct copies of the documents (excluding any agreements or understandings with respect to fees) issued to Purchaser or to which Purchaser is a party in connection with the financing of the transactions contemplated hereby (the “Commitments”). Assuming satisfaction of all applicable conditions set forth in the Commitments and full funding thereunder of all amounts available under the Commitments, at the Closing Date, Purchaser will have sufficient funds to consummate the transactions contemplated hereby.

     SECTION 4.08. No Other Representations and Warranties. NEITHER PURCHASER NOR ANY OTHER PERSON HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, AND NEITHER PURCHASER NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS OR REPRESENTATIVES IS LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES OR STATEMENTS, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE IV.

ARTICLE V

ADDITIONAL AGREEMENTS

     SECTION 5.01. Conduct of Business Prior to the Closing.

          (a) Sellers covenant and agree that, except as set forth in Section 5.01(a) of the Disclosure Schedule or as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the time of the Closing, Sellers shall conduct the Business only in its ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Section 5.01(a) of the Disclosure Schedule or as otherwise contemplated by this Agreement, Sellers shall use all commercially reasonable efforts to (i) keep available the services of the key employees of the Business, except for key employees who also render services to Seller’s South Charleston Business; (ii) maintain and preserve the Business intact in all material respects and maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having business relationships with the Business, and (iii) continue in full force and effect without material modification the insurance policies referred to in Section 3.16 of the Disclosure Schedule.

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          (b) Sellers covenant and agree that, except as set forth in Section 5.01(b) of the Disclosure Schedule or as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the time of Closing, Sellers shall not, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, do the following:

          (i) permit or allow any of the material assets or properties (whether tangible or intangible) forming part of the Business (other than certain Receivables pledged to a factor) to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances (including those of any factor arising from or in connection with the factoring of any Receivables) that will be released at or prior to the Closing;

          (ii) sell, transfer, lease, sublease, license or otherwise dispose of any properties or assets of the Business, other than the sale of Inventories in the ordinary course of the Business consistent with past practice and the sale or disposition of old and obsolete materials or;

          (iii) deviate in any material respect from the amount and timing of capital expenditure or commitments for any capital expenditure to be made relating to the Business from that provided in the 2004 calendar year capital expenditure budget of the Business provided to Purchaser prior to the date hereof;

          (iv) make any material changes in the customary methods of operations of the Business, including without limitation practices and policies relating to manufacturing, purchasing, Inventories, tooling (and reimbursement thereof), marketing, selling, licensing and pricing other than in the ordinary course of the Business substantially consistent with past practice;

          (v) make any loan to, guarantee any Indebtedness of, or otherwise incur any Indebtedness on behalf of, any Person in connection with the Business, in each case in excess of Two Hundred Thousand U.S. Dollars (US $200,000) individually or One Million U.S. Dollars (US $1,000,000) in the aggregate; provided that any such Indebtedness shall constitute Closing Indebtedness for purposes of this Agreement;

          (vi) grant or announce any increase in the wages, salaries, compensation, bonuses, incentives, severance or termination pay or benefits, pension or other benefits payable to any Business Employee, other than as required by Law, pursuant to any Contract or Plan, or other increases with respect to non-executive officers, in each case in the ordinary course of the Business consistent with past practice of the Business;

          (vii) enter into any material Contract with respect to the Business other than in the ordinary course of business consistent with past practice, or amend or terminate or waive any material right under any Contract or lease constituting a Transferred Asset;

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          (viii) take any action listed in Section 3.07; or

          (ix) commit to do any of the foregoing.

     SECTION 5.02. Access to Information.

          (a) Except as may be prohibited by applicable Law, from the date of this Agreement until the Closing, upon reasonable notice, Sellers shall, and shall cause each of Sellers’ officers, directors, employees, agents, accountants, counsel and other representatives and advisors to (i) afford the officers, accountants and counsel of Purchaser (and Purchaser’s potential financing sources) (x) full access, during normal business hours, to the offices, books and records and Contracts of Sellers (to the extent they relate to the Business and are not privileged) and (y) access reasonably regulated by Sellers, to customers, suppliers, properties (to the extent they relate to the Business and are not privileged) of Sellers and to those employees of Sellers who have any significant knowledge of the Business and Sellers’ South Charleston Business; and (ii) furnish to the officers, accountants, counsel and other advisors of Purchaser (and Purchaser’s potential financing sources) such additional financial and operating data and other information regarding the Business and Sellers’ South Charleston Business as Purchaser (and its financing sources) may from time to time reasonably request; provided, however, that none of the foregoing shall unreasonably interfere with any of the businesses or operations of Sellers; provided, further, that access shall not be obtained under this Section 5.02 to the Tax Returns of Sellers, except to the extent relating to the Business to a material extent. All information obtained by Purchaser, its officers, accountants or counsel pursuant to this Section 5.02(a) shall be kept confidential in accordance with the provisions of the Confidentiality Agreement.

          (b) For a period of six (6) years after the Closing, Purchaser shall (i) retain the books and records of Sellers which are transferred to Purchaser pursuant to this Agreement and which relate to periods prior to the Closing in a manner reasonably consistent with the prior practices of Sellers; and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of Sellers (or the Other Business Purchaser as the successor in interest to Seller’s South Charleston Business) reasonable access (including the right to make photocopies, at Seller’s expense), during normal business hours, to such books and records; provided, however, that none of the foregoing shall unreasonably interfere with any of the businesses or operations of Purchaser, and provided further that access shall not be obtained under this Section 5.02 (b) to the Tax Returns of Purchaser, except to the extent related to the Business.

          (c) For a period of six (6) years following the Closing, Sellers or their successors or representatives shall (i) retain all books and records of Sellers (for periods prior to the Closing and to the extent they relate to the Business) that are not transferred to Purchaser pursuant to this Agreement and that shall not otherwise have been delivered to Purchaser in a manner reasonably consistent with the prior practices of Sellers, and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of Purchaser, reasonable access (including the right to make photocopies at the expense of Purchaser), during normal business hours, to such books and records and provided further that no access shall be provided to the Tax Returns of Sellers, except to the extent related solely to the Business.

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     SECTION 5.03. Regulatory and Other Authorizations; Notices and Consents; Shared Contracts.

          (a) Without prejudice to the provisions of Section 5.03(b), Sellers and Purchaser shall use all commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements. Sellers and Purchaser will cooperate with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Sellers shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval and any such fees and payments shall be paid by Purchaser. Neither Sellers nor Purchaser shall take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals.

          (b) Sellers and Purchaser each agree to make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, if such filing is required under the HSR Act, within five (5) Business Days after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each Party agrees to make, or to cause to be made, promptly any filing that may be required under the antitrust or competition laws of the jurisdictions listed in Section 3.04(ii) of the Disclosure Schedule (the satisfaction of the requirements of such U.S. and non-U.S. antitrust and competition laws being referred to as the “Antitrust Approvals”).

          (c) Each Party to this Agreement shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. No Party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the Parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

          (d) Sellers shall use all commercially reasonable efforts to obtain such third party consents, orders, approvals, releases, waivers, and estoppel certificates with respect to the Contracts listed in Section 5.03(d) of the Disclosure Schedule as Purchaser may reasonably deem necessary; provided, however, that Sellers shall not be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain

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secondarily liable therefor. Purchaser shall cooperate and use its reasonable best efforts to assist Sellers in giving such notices and obtaining such consents and other releases.

          (e) Sellers and Purchaser agree that, in the event that any such authorization, consent, order or approval by any Governmental Authorities or third parties is not obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of the affected Transferred Assets if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, except to the extent that a condition to Closing set forth in Article VIII shall not have been satisfied or waived, the Closing shall occur notwithstanding the foregoing and without any adjustment to the Purchase Price on account of such lack of authorization, consent, or the like. Notwithstanding Section 5.03(d), following the Closing, Sellers will cooperate with Purchaser and use all commercially reasonable efforts to assist Purchaser in attempting to obtain such authorization, consent, release, waiver, order or approval as promptly as practicable thereafter; provided, however, that Sellers shall not be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain secondarily liable therefor. Pending such authorization, consent, release, waiver, order or approval or if such authorization, consent, release, waiver, order or approval cannot be obtained, Seller will use all commercially reasonable efforts (i) to provide, or cause to be provided to Purchaser, but only for and during the period ending twelve (12) months after the Closing Date, the rights and benefits of the affected Transferred Assets, and if any of Sellers provide such rights and benefits, Purchaser shall assume the obligations and burdens thereunder; and (ii) to enforce, at the request and at the cost and expense of Purchaser, any rights of Sellers with respect thereto.

          (f) Seller shall use all commercially reasonable efforts to obtain, prior to the Closing, a novation of each Shared Contract resulting in a Contract that relates solely to the Business, provided, however, that Seller shall not be obligated to pay any consideration therefor, to incur any additional Liability in connection therewith, or to remain secondarily liable therefor, except in respect of such Liabilities remaining after any such novation that relate solely to Seller’s South Charleston Business. Purchaser shall cooperate and use all commercially reasonable efforts to assist Seller in obtaining any such novation. If any such novation is not obtained prior to the Closing, Seller (or the successor in interest to Seller’s South Charleston Business) will use all commercially reasonable efforts (i) to provide, or cause to be provided to Purchaser, but only for and during the period ending twelve months after the Closing Date, the rights and benefits under such Shared Contracts to the extent relating to the Business, and, if Seller (or the successor in interest to Seller’s South Charleston Business) provides such rights and benefits, Purchaser shall assume the obligations and burdens thereunder to the extent relating to the Business; and (ii) to enforce, at the request and at the cost and expense of Purchaser, any rights of Seller (or the successor in interest to Seller’s South Charleston Business) with respect thereto.

     SECTION 5.04. Notice of Developments. Prior to the Closing, Seller shall promptly notify Purchaser in writing of (i) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could result in any material breach of a representation or warranty or covenant of Sellers in this Agreement or in the Ancillary Agreements or which could have the effect of making any representation or warranty of any of Sellers in this Agreement or in the Ancillary Agreements untrue or incorrect in any material

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respect, and (ii) all other material developments affecting the business, financial condition, operations, results of operations, customer or supplier relations, or employee relations of any of Sellers. Neither this Section 5.04 nor any information disclosed to Purchaser pursuant to this Section 5.04 shall impair any rights of Purchaser, including any right of Purchaser to terminate this Agreement in accordance with its terms or any of its rights to indemnification hereunder.

     SECTION 5.05. Non-Competition.

          (a) For a period of five (5) years after the Closing (the “Restricted Period”), Sellers and their Affiliates shall not engage anywhere in the U.S. (and all its territories and possessions), the Dominion of Canada (including its territories), or the United Mexican States (collectively, the “Territory”) in the manufacture, production, supply or sale of the Products or, without the prior written consent of Purchaser, directly or indirectly, own an interest in, manage or control or participate in or be connected with, as a partner or a stockholder, any Person that manufactures, produces, supplies or sells the Products in the Territory.

          (b) Notwithstanding anything to the contrary in paragraph (a) above, Sellers or their Affiliates (or their permitted assignees) may perform their obligations or exercise its rights under this Agreement and the Ancillary Agreements.

          (c) During the Restricted Period, Sellers will not solicit or hire, directly or indirectly, as an employee, consultant or independent contractor any Transferred Employees for so long as such Transferred Employee is an employee, consultant or independent contractor of Purchaser or any of its Affiliates.

          (d) Section 5.05(a) notwithstanding, if for any reason Seller remains the owner of the South Charleston Business after the Closing Date, the covenants of Section 5.05(a) shall not apply to Seller and any of its Affiliates in regard to the conduct of the South Charleston Business for so long as Seller or any such Affiliates remain the entire or partial owner thereof. In addition, the covenants of this Section 5.05 shall not apply to any third party, not an Affiliate of Sellers, which acquires or otherwise operates the South Charleston Business.

          (e) Section 5.05(a) notwithstanding, Mr. Gordon Boyd and Mr. Vincent J. Spirko may remain as directors and/or officers of any of Sellers and render certain services to Sellers, provided, however, that they shall not be employees of any of Sellers.

     SECTION 5.06. Apportionment. Sellers and Purchaser shall make an apportionment, as of the Closing Date, of (i) all real estate Taxes, water charges, sewer rents, and other assessments applicable to the Owned Real Property to the extent they are attributable to periods after the Closing Date, and (ii) all rental and other payments paid by Seller Lessees with respect to the Leased Real Property, and Purchaser shall reimburse Seller Lessees at the Closing for all sums paid by Seller Lessees with respect to periods subsequent to the Closing Date, as reflected in such apportionment.

     SECTION 5.07. Use of Transferred Intellectual Property. Purchaser agrees that Sellers and their Affiliates shall have no responsibility for, and Purchaser hereby irrevocably releases, and shall fully indemnify and hold harmless, Sellers and their Affiliates from, any claims, actions, suits or proceedings, including claims by third parties, arising out of or relating to the

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use of the Transferred Intellectual Property by Purchaser and Purchaser’s Affiliates conducting the Business after the Closing.

     SECTION 5.08. Investigation.

          (a) Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon and on the representations and warranties contained herein, has formed an independent judgment concerning, the Business; and (ii) it has been furnished with or given adequate access to such information about the Business as it has requested; and (iii) it will not assert any claim against any of Sellers or any of their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any of Sellers or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than, with respect to the Business, the representations and warranties contained in this Agreement, any Ancillary Agreement or any certificate delivered by any of such Persons at Closing) furnished by any of Sellers or any such Persons concerning any of Sellers, any of their Affiliates, or the Transferred Assets or the Business.

          (b) In connection with Purchaser’s investigation of the Transferred Assets and the Business, Purchaser has received from Sellers certain estimates, projections and other forecasts for the Business, and certain plan and budget information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against any of Sellers or any of their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any of Sellers or any such persons liable, with respect thereto. Accordingly, Sellers make no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.08(b).

     SECTION 5.09. Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Article X hereof, Sellers shall not take or permit any other Person on their behalf to take, any action to encourage, initiate or engage in discussions or negotiations with, or provide any information to, or respond (other than to indicate a refusal to offer a substantive response) to inquiries, offers or proposals from, any Person (other than Purchaser and Purchaser’s representatives) concerning any purchase of all or any material portion of the Business, any merger or recapitalization involving any of Sellers, any sale, lease or other disposition of any of the material assets of the Business or similar transaction involving Sellers (other than assets sold in the ordinary course of business), or which would make the transactions contemplated by this Agreement infeasible or impractical (each, a “Proposal”). Sellers shall, and shall cause their officers, directors, agents and representatives to, inform Purchaser of any such offers, inquiries or proposals and to terminate any and all negotiations or discussions with any third party regarding any Proposal.

     SECTION 5.10 Further Action. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all

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things necessary, proper or advisable under applicable Laws, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and the Ancillary Agreements and consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. The foregoing covenant includes the covenant of Purchaser to use commercially reasonable effort to obtain the financing specified in Section 4.07 hereof.

ARTICLE VI

EMPLOYEE MATTERS

     SECTION 6.01. Offer of Employment. As of the Closing Date, Purchaser shall offer employment to each of the Business Employees. As used herein, “Business Employees” shall mean each of the employees or independent contractors of Sellers assigned to work at, or report to, the Kings Mountain Site, the Norwalk Site, the Bellaire Site, the Shadyside Site, and the Farmington Hills Site, whether such individuals are active, on leave of absence or vacation, or on short-term or long-term disability, and, in each case, listed in Section 6.01 of the Disclosure Schedule. All other employees of Seller, including without limitation employees of Seller’s South Charleston Business, are referred to herein as “Other Business Employees.” Purchaser shall offer the Business Employees the same or substantially comparable position as that held by each such Business Employee immediately prior to the Closing Date and on terms substantially comparable in the aggregate to those existing immediately prior to the Closing Date, except for equity compensation, defined benefit pension benefits, post-employment welfare benefits and bonuses (other than bonuses under the Key Management Incentive Award program payable in 2005, which Purchaser shall pay pursuant to the terms of such program) except to the extent otherwise provided pursuant to a collective bargaining agreement or employment agreement. Such employment shall be “at will” subject to the severance policies as required under Section 6.07; provided that all Business Employees who are represented for purposes of collective bargaining by a labor organization or covered under an employment agreement assumed by Purchaser on the Closing Date shall be employed in accordance with the terms of the applicable collective bargaining agreement or employment agreement. As used herein, “Transferred Employees” shall mean all of the Business Employees who accept the Purchaser’s offer of employment. With regard to Richard E. Fix, the former plant manager of Seller’s former South Charleston Business, neither Purchaser nor any Affiliate of Purchaser shall employ Mr. Fix during the six (6) month period beginning on 3 March 2005, (the last day of his termination notice period), unless written permission is received from the president of the Seller.

     SECTION 6.02. Assumption of Liabilities and Continuation of Benefits. Effective as of the Closing Date, Purchaser shall assume and be responsible for all employment- and employee-benefit-related Liabilities that are payable on or after the Closing Date with respect to all Transferred Employees and their dependents and beneficiaries, and all such Liabilities with respect to former employees of the Business and their dependents to the extent provided in this Article VI, except as specifically provided otherwise in this Article VI or as retained by Seller under 2.02(b); provided that nothing contained herein shall be construed as the assumption by Purchaser of any Liabilities for Taxes incurred prior to the Closing Date. From and after the Closing Date, (i) Purchaser shall assume all Liabilities with respect to the Transferred Employees

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and their dependents and beneficiaries, and all such Liabilities with respect to former employees of the Business and their dependents to the extent provided in this Article VI or as assumed by Purchaser in 2.02(a), including any claims accrued or accruing at any time, and (ii) Sellers and their Affiliates shall have no Liabilities with respect to the Transferred Employees and their dependents and beneficiaries, or with respect to former employees of the Business and their dependents, except as provided in this Article VI or as retained by Seller under 2.02(b). Purchaser shall, until the one year anniversary of the Closing Date, provide compensation and employee benefits to the Transferred Employees that, in the aggregate, are substantially comparable to the compensation and employee benefits they received while employed by Seller immediately prior to the Closing Date, except for equity compensation, defined benefit pension benefits, post employment welfare benefits and bonuses (other than bonuses under the Key Management Incentive Award program payable in 2005, which Purchaser shall pay pursuant to the terms of such program) ; provided, however, that any Transferred Employee covered by a collective bargaining agreement immediately prior to the Closing Date shall be provided with the employee benefit plans, programs and arrangements as set forth in such collective bargaining agreement or any successor agreement thereto; and provided, further, that Purchaser may terminate or amend, effective at any time after the Closing, any post-employment welfare benefits, with the understanding, however, that Purchaser’s right to terminate or amend such post-employment welfare benefits may be limited by COBRA or similar state laws, a collective bargaining agreement, or contractual obligations arising under the Plans and documents listed in Section 6.09 of the Disclosure Schedule, complete and accurate copies of which have been provided to Purchaser or have been included in the data room documentation made available to Purchaser on or prior to the Closing Date.

     SECTION 6.03. Assumption of Plans. Subject to the provisions of this Section 6.03 and the other sections of this Article VI, Seller shall transfer, assign and convey to Purchaser, and Purchaser shall assume and succeed to all of Sellers’ rights, interest, title and Liabilities (other than workers compensation claims retained by Sellers pursuant to Section 2.02(b)(vi), severance Liabilities retained by Sellers pursuant to Section 2.02(b)(vii), and welfare benefit Liabilities incurred prior to the Closing Date and retained by Sellers pursuant to Section 6.05 with respect to, all of the Transferred Plans. As used herein, “Transferred Plans” shall mean all of the Plans (including without limitation Seller’s tax-qualified retirement plans and all trust agreements, funding vehicles, investment contracts, insurance policies. administration agreements and similar arrangements in connection therewith) other than the Retained Plans. As used herein, “Retained Plans” shall mean the Plans listed in Section 6.03 of the Disclosure Schedule. Without limiting the generality of the foregoing, (i) effective as of the Closing Date, Purchaser shall assume sponsorship of the Transferred Plans except to the extent provided in Section 6.07, and shall be responsible for, and shall hold Seller and Seller’s Affiliates harmless from and against, any and all Liabilities and claims with respect to the Transferred Plans other than those Liabilities specifically retained by Sellers pursuant to this Article VI or Section 2.02(b); (ii) effective as of the Closing Date, upon Purchaser’s assumption of sponsorship of the Transferred Plans, all trusts holding assets with respect to such plans shall be assumed by Purchaser; (iii) Seller and Purchaser shall take all necessary actions, including the execution of amendments to the respective Transferred Plans and corresponding trusts, to effectuate the foregoing provisions; and (iv) Seller, Purchaser and their respective Affiliates shall cooperate in the preparation and filing of all documentation required to be filed with the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Agency with

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respect to the Transferred Plans and the agreement of the parties pursuant to this Section 6.03. Purchaser and Seller and their respective Affiliates will furnish to each other all information reasonably requested, and will otherwise cooperate with each other, as each may reasonably request, to implement the foregoing provisions.

     SECTION 6.04. Salaried Pension Plan. In accordance with the provisions of Section 6.03, Purchaser shall assume and succeed to all of Seller’s rights, interest, title and Liabilities with respect to the Mayflower Vehicle Systems, Inc. Salaried Retirement Plan (the “Salaried Retirement Plan”), including such rights, interest, title and Liabilities with respect to the current and former employees of Seller’s South Charleston Business and their beneficiaries and alternate payees. As of the Closing Date, Purchaser shall amend the Salaried Retirement Plan to fully vest the accrued benefits of (i) all employees of Sellers’ South Charleston Business in the Salaried Retirement Plan as of the Closing, and (ii) former employees of Sellers’ South Charleston Business listed in Section 6.04 of the Disclosure Schedule who were terminated as part of the reduction in force at the South Charleston Business commencing in 2004 through the Closing. The vested and non-vested accumulated benefit obligation of each such terminated employee as of December 31, 2004 is set forth in Section 6.04 of the Disclosure Schedule.

     SECTION 6.05. Welfare Plan Participation. Purchaser shall waive any limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any Transferred Plan or any new plan established by Purchaser that is a welfare benefit plan in which the Transferred Employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a preexisting condition of any Transferred Employee or any dependent thereof, who was, immediately prior to the Closing Date, excluded from participation in a benefit plan maintained or contributed to by Seller for the benefit of such Transferred Employee by nature of such preexisting condition. Purchaser agrees that the Transferred Employees shall be given credit for all annual deductibles, co-payments and out-of-pocket maximums, paid or accumulated under any welfare benefit plan of Sellers during the applicable plan’s fiscal year for purposes of applying such deductibles, co-payments and out-of-pocket maximums to any applicable welfare benefit plan maintained, or contributed to, by Purchaser or an Affiliate of Purchaser on behalf of the Transferred Employees. Sellers and their Affiliates shall be responsible for claims by the Transferred Employees who were employed by any of Sellers immediately prior to the Closing under welfare benefit plans that are incurred prior to the Closing Date, and Purchaser shall be responsible for claims by the Transferred Employees under welfare benefit plans that are incurred on or after the Closing Date; provided, however, that Sellers and their Affiliates shall not be liable, but rather Purchaser shall be solely responsible, for any claims filed more than ninety (90) calendar days after the Closing Date, even if any such claims are in regard to claims incurred prior to the Closing Date. A claim for medical or other health related benefits shall be deemed to be incurred on the date the medical care or related services are provided. A claim for death benefits shall be deemed to be incurred on the date of death. A claim for disability or similar salary continuation benefits shall be deemed to be incurred as such disability or salary continuation benefits become due and payable.

     SECTION 6.06. Service Recognition. Purchaser agrees that, to the extent that service is relevant for purposes of a Transferred Employee’s eligibility to participate, vesting, eligibility to receive benefits and benefit accrual (other than benefit accrual under a defined benefit pension

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plan) under any Plan or other employee benefit plan, program or arrangement established or maintained by Purchaser or an Affiliate of Purchaser, Purchaser shall credit service accrued or deemed accrued by such Transferred Employee prior to the Closing Date with the relevant one of Sellers to the same extent recognized by Sellers immediately prior to the Closing Date. Purchaser agrees that such service credit shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations in respect of any Plan or other employee benefit plan, program or arrangement established or maintained as of the Closing Date by the Purchaser; provided, however, that such crediting of service shall not operate to duplicate any benefit to any Transferred Employee, or the funding of any such benefit.

     SECTION 6.07. Compliance with Change of Control and Severance Agreements. Other than severance liabilities retained by Sellers pursuant to Section 2.02(b)(vii), from and after the Closing, Purchaser shall assume and honor, and shall cause its relevant Affiliates to honor, in accordance with their respective terms the employment, change of control, severance and termination agreements, plans and policies applicable to any Transferred Employees; provided however that Purchaser shall have the right to modify such agreements, plans and policies in its discretion, consistent with the terms of such agreements, plans and policies, this Agreement or any applicable collective bargaining or employment agreement. Purchaser shall maintain severance policies for the benefit of the Transferred Employees that are at least as favorable as the applicable policies of any of Sellers until 31 December of the year in which the Closing Date occurs, except as otherwise required pursuant to any applicable collective bargaining agreement, and shall credit the Transferred Employees with service accrued or deemed accrued by such Transferred Employee with Sellers prior to the Closing Date to the extent such service was recognized under the relevant Seller’s severance policy as of the date hereof. Sellers shall satisfy their payment obligations under Section 2.02(b)(vii) hereof by paying all severance Liabilities as they come due to the Person entitled to receive such severance. Sellers shall satisfy their payment obligations pursuant to Section 2.02(b)(x) under the Loyalty Bonus Program (disregarding the condition that the closing of the sale of MVS shall have occurred by 31 December 2004) by paying, on the Closing Date, the amounts set forth in Section 3.10(c) of the Disclosure Schedule to the individuals listed therein, if not already paid prior to the Closing Date. Notwithstanding the foregoing, Sellers may elect to pay the foregoing amounts under the Loyalty Bonus Program up to seven (7) days after the Closing Date, provided that, on the Closing Date, Sellers deposit sufficient sums to fund such payments into an escrow account maintained by Sellers’ counsel for the benefit of the recipients of the Loyalty Bonus Program for the purpose of collecting and then distributing through MVS or such escrow account via wire or check (within such seven (7) day period), the foregoing sums. Purchaser shall have no rights in such escrow account.

     SECTION 6.08. Accrued Vacation. As of the Closing, Purchaser shall assume all obligations of each of Sellers and their Affiliates to the Transferred Employees for any accrued vacation entitlement, except to the extent Seller is required to pay such accrued vacation as a result of the termination of such Transferred Employees from employment with Seller in connection with the transactions contemplated hereunder. Except as provided in the preceding sentence, Sellers and their Affiliates shall have no obligation to make any payment to the Transferred Employees after the Closing with respect to any such accrued vacation entitlement.

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     SECTION 6.09. Post-Retirement Welfare Benefits. Subject to Section 6.02, on and after the Closing Date, Purchaser shall be responsible for providing post-retirement welfare benefits under all Transferred Plans that are post-retirement welfare benefit plans to the Transferred Employees and any former employees of the Business currently receiving or entitled to receive such benefits and shall be liable for any and all claims by any Transferred Employee or former employee of the Business relating to post-retirement welfare benefits; provided, however, that Purchaser may terminate or amend, effective at any time after the Closing Date, any post-retirement welfare benefits with the understanding, however, that Purchaser’s right to terminate or amend such post-retirement welfare benefits may be limited by COBRA or similar state laws or collective bargaining agreements or contractual obligations arising under the Plans and documents listed in Section 6.09 of the Disclosure Schedule, complete and accurate copies of which have been provided to Purchaser or have been included in the data room documentation made available to Purchaser on or prior to the Closing Date.

     SECTION 6.10. COBRA. Purchaser shall be responsible for and assume all Liabilities under Section 4980B of the U.S. Code and Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) and any rules and regulations that have been issued in connection with the foregoing and any similar state Laws with respect to all Business Employees and their “qualified beneficiaries” regardless of whether their “Qualifying Event” (as such terms are defined in Section 4980B of the U.S. Code) occurs prior to, on or after the Closing Date.

     SECTION 6.11. WARN. Purchaser shall not take any action on or after the Closing Date that could result in any Liability to Sellers under the WARN Act or any applicable state or local equivalent. Purchaser shall be responsible for any and all Liabilities with respect to the Business Employees under the WARN Act arising on or after the Closing Date even if any such Liabilities arise as a result of Sellers’ acts occurring prior to the Closing Date. Sellers shall be responsible for any such Liabilities arising prior to the Closing Date. Notwithstanding any provision contained herein to the contrary, Purchaser shall not have any responsibility for WARN Act Liabilities for employees that are not Transferred Employees or locations that are not Transferred Assets.

     SECTION 6.12. Certain Labor Agreements. From and after the Closing, Purchaser shall assume the collective bargaining agreements set forth in Section 3.14 of the Disclosure Schedule, other than the agreement between Seller and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW and its Local 3399, dated 20 November 2003 (collectively, the “Labor Agreements”), and shall assume or cause one of the Purchaser’s Affiliates to assume as a successor employer all Liabilities under the Labor Agreements arising under, inter alia, the terms of the Labor Agreements, the National Labor Relations Act, the Labor Management Relations Act and all other Laws applicable in the jurisdictions in which Business Employees are employed, and Seller and its Affiliates shall have no liability in connection with the Labor Agreements with respect to Business Employees and their beneficiaries.

     SECTION 6.13. Insurance. Sellers shall, to the extent contractually permitted and otherwise commercially reasonable, maintain their existing insurance to the extent necessary to

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satisfy all workers compensation Liabilities retained by Sellers pursuant to Section 2.02(b)(vi) hereof.

ARTICLE VII

TAX MATTERS

     SECTION 7.01. Refunds and Benefits. Any Tax refund, including any interest with respect thereto (and any other benefit obtained through a reduction in Tax Liability for a post-Closing Date period, including without limitation the use of any net operating loss or Tax credit), relating to a Transferred Asset for any taxable period (or portion thereof) ending on or before the Closing Date or for any taxable period beginning before and ending after the Closing Date to the extent allocable to the portion of such period ending on or before the Closing Date, shall be the property of Sellers, and the amount of such refund or benefit, if received by Purchaser rather than any of Sellers, shall be paid over by Purchaser to Sellers within five (5) Business Days after the earlier of receipt or entitlement thereto. Purchaser shall, if any of Sellers so request and at Sellers’ expense, file or cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which any of Sellers are entitled under this Section 7.01. Purchaser shall permit any of Sellers to participate in (at Sellers’ expense) in the prosecution of any such refund claim.

     SECTION 7.02. Cooperation and Exchange of Information. Sellers and Purchaser will provide each other with such cooperation and information as they may reasonably request of the other in filing any Tax Return related to the Transferred Assets or determining a liability for Taxes related to the Transferred Assets. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof and, together with accompanying schedules, relating to rulings or other determinations by Tax authorities, and making available its employees on a basis mutually convenient to all Parties to provide explanations of any documents or information provided hereunder (and with the costs thereof borne by the requesting Party). Notwithstanding any provision herein to the contrary, Sellers and Purchaser shall retain all Tax Returns, schedules and work papers, all material records and other documents in their possession relating to Tax matters of any of Sellers or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other Party in writing of such extensions for the respective Tax periods, or (ii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.02 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns.

     SECTION 7.03. Conveyance Taxes. Sellers shall be liable for and shall indemnify and defend Purchaser and hold Purchaser harmless against any transfer registration, stamp, transfer, real property transfer or gains, retail, sales, use, goods and services or other value added, withholding, recording, registration, and any similar Taxes (collectively, “Conveyance Taxes”) which become payable in connection with the transactions contemplated by this Agreement, except as to such Taxes which by local law or custom are paid by a purchaser or which a seller is

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required to collect from a purchaser and to pay to a local authority. Any Tax Return required by Law to be filed in respect of any Tax described in this Section 7.03 shall be timely prepared and filed, on or before the due date for such Tax Return, by the Party to this Agreement who is required by law to file such Tax Return; provided, however, that if either Sellers or Purchaser (but not both) is required to so file, Sellers shall so file. Each of Sellers and Purchaser shall cooperate with each other in the preparation and filing of any such Tax Return, and in obtaining any exemptions from or reductions of such Tax provided by Law, including the timely provision of certifications and any documents required therefor.

     SECTION 7.04. Miscellaneous.

          (a) Sellers and Purchaser agree to treat all payments made by either to or for the benefit of the other under this Article VII, under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the Purchase Price, and that such treatment shall govern for purposes thereof.

          (b) Neither Purchaser nor any Affiliate thereof shall file any return or documentation which has the effect of amending, re-filing or otherwise modifying any such Tax Return with respect to any Tax period ending on or before the Closing Date (or portion of any such taxable period) without the prior written consent of Sellers.

ARTICLE VIII

CONDITIONS TO CLOSING

     SECTION 8.01. Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or, to the extent permitted by applicable Law, waiver, at or prior to the Closing, of each of the following conditions:

          (a) Representations, Warranties and Covenants. (i) The representations and warranties of Purchaser contained in this Agreement shall have been true and correct, individually and in the aggregate in all material respects, except for representations and warranties of Purchaser which are qualified as to Material Adverse Effect, which shall be true and correct subject to a concept of simple materiality only, when made and shall be true and correct, individually and in the aggregate in all material respects, except for representations and warranties of Purchaser which are qualified as to Material Adverse Effect, which shall be true and correct subject to a concept of simple materiality only, as of the Closing Date, with the same force and effect as if made as of the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date); (ii) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Closing shall have been complied with in all material respects; and (iii) Sellers shall have received a certificate from Purchaser certifying the matters set forth in clauses (i) and (ii) above signed by a duly authorized officer thereof;

          (b) Antitrust Approvals. Any waiting period (and any extension thereof) under the HSR Act and the antitrust or competition laws of the jurisdictions listed in Section

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3.04(ii) of the Disclosure Schedule applicable to the purchase of the Transferred Assets contemplated by this Agreement shall have expired or shall have been terminated;

          (c) No Governmental Order. No court of competent jurisdiction shall have issued or entered any Governmental Order that is then in effect and that has the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation with regard to any of the Transferred Assets and no Governmental Authority shall have commenced or threatened to commence any action or proceeding to terminate any of the Transferred Plans;

          (d) Adoption of Collective Bargaining Agreements. Purchaser shall have, in writing, adopted the collective bargaining agreements applicable to the Transferred Employees;

          (e) No Action or Proceeding. There shall not have been any claim, action, suit, inquiry, proceeding or investigation by or against Purchaser, any of Sellers or the Transferred Assets instituted by any Governmental Authority or any other Person or any Governmental Order that is pending at Closing that could materially restrict or prohibit the transactions contemplated by this Agreement or present a substantial risk that any of Sellers would be liable for material damages or other material relief or payment in connection therewith;

          (f) Consents. The consents identified on Exhibit L, which are required from third parties, shall have been obtained, in form and substance reasonably satisfactory to Sellers;

          (g) Simultaneous Transaction with Other Business Purchaser. The sale of Seller’s South Charleston Business shall have been consummated prior to, or shall be consummated simultaneously with, the Closing; and

          (h) Closing Deliveries. The documents and payments to be delivered by Purchaser under this Agreement shall have been delivered.

     SECTION 8.02. Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or, to the extent permitted under applicable law, waiver, at or prior to the Closing, of each of the following conditions:

          (a) Representations, Warranties and Covenants. (i) The representations and warranties of Seller contained in this Agreement shall have been true and correct, individually and in the aggregate in all material respects, except for representations and warranties of Seller which are qualified as to Material Adverse Effect, which shall be true and correct subject to a concept of simple materiality only, when made and shall be true and correct, individually and in the aggregate in all material respects, except for representations and warranties of Seller which are qualified as to Material Adverse Effect, which shall be true and correct subject to a concept of simple materiality only, as of the Closing Date with the same force and effect as if made as of the Closing Date (other than such representations and warranties that speak as of a specified date, which shall be true and correct as of such date); (ii) the covenants and agreements contained in this Agreement to be complied with by any of Sellers on or before the Closing shall have been complied with in all material respects; and (iii) Purchaser shall have received a certificate from

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Seller certifying the matters set forth in clauses (i) and (ii) above signed by a duly authorized officer thereof;

          (b) Antitrust Approvals. Any waiting period (and any extension thereof) under the HSR Act and the antitrust or competition laws of the jurisdictions listed in Section 3.04(ii) of the Disclosure Schedule applicable to the purchase of the Transferred Assets contemplated by this Agreement shall have expired or shall have been terminated; and

          (c) No Governmental Order. No court of competent jurisdiction shall have issued or entered any Governmental Order that is then in effect and that has the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation with regard to any of the Transferred Assets and no Governmental Authority shall have commenced or threatened to commence any action or proceeding to terminate any of the Transferred Plans;

          (d) FIRPTA. Each Seller shall have delivered to Purchaser a duly executed certificate in form and substance required by Section 1445 of the U.S. Code and the U.S. Treasury Regulations issued thereunder, certifying that each such Seller is not a foreign person ;

          (e) No Action or Proceeding. There shall not have been any claim, action, suit, inquiry, proceeding or investigation by or against Purchaser, any of Sellers or the Transferred Assets instituted by any Governmental Authority or any other Person or any Governmental Order that is pending at Closing that could materially restrict or prohibit the transactions contemplated by this Agreement or present a substantial risk that Purchaser would be liable for material damages or other material relief or payment in connection therewith;

          (f) Consents. The consents identified on Exhibit L, which are required from third parties, shall have been obtained in writing in form and substance reasonably satisfactory to Purchaser

          (g) No Material Adverse Effect. Since the date of this Agreement, no event, circumstance, change in or effect on the Business or Transferred Assets or Assumed Liabilities, shall have occurred that has resulted in, or would be reasonably likely to result in, a loss, liability, expense or damage or decline in value to the Business or Transferred Assets, or an increase in the Assumed Liabilities of Three Million U.S. Dollars (US $3,000,000) or more individually, or as to any such loss, liability, expense or damage or decline in value arising out of a series of related or similar events, circumstances, changes in or effect on the Business or Transferred Assets or Assumed Liabilities, in the aggregate;

          (h) Payment/Discharge/Release of Liabilities. To the extent any Liabilities and Indebtedness impose Encumbrances on any of the Transferred Assets, Purchaser shall have received executed Uniform Commercial Code Termination Statements and such other documents or endorsements necessary to release of record such Encumbrances in, the Transferred Assets;

          (i) Financing. Purchaser shall have obtained the financing required to consummate the transactions contemplated hereby on terms reasonably satisfactory to Purchaser; and

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          (j) Closing Deliveries. The documents and payments to be delivered by Sellers under this Agreement shall have been delivered.

ARTICLE IX

INDEMNIFICATION

     SECTION 9.01. Survival of Representations and Warranties.

          (a) The representations and warranties of Sellers contained in this Agreement shall expire at the Closing, except that the representations and warranties of Sellers contained in Sections 3.06(b) and 3.10(c) shall survive for a period of two (2) years from the Closing Date.

          (b) The representations and warranties of Purchaser contained in this Agreement shall expire at the Closing.

     SECTION 9.02. Indemnification by Sellers.

          (a) Subject to the limitations set forth in Section 9.04 and notwithstanding Purchaser’s assumption of the Assumed Liabilities, Purchaser and its Affiliates, officers, directors, partners, members, employees, representatives, agents and their respective successors and assigns (each a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Sellers for any and all Liabilities, damages, claims, costs and expenses (including, without limitation, costs of investigation and reasonable attorneys’ fees and expenses) (“Loss”), actually suffered or incurred by them arising out of or resulting from:

     (i) the breach of any representation or warranty made by any of Sellers in Section 3.06(b) or 3.10(c) of the Agreement;

     (ii) the breach of any covenant or agreement by any of Sellers contained in this Agreement and the Ancillary Agreements;

     (iii) the Retained Liabilities;

     (iv) any Liability relating to any Environmental Law, Environmental Claim, Remedial Action, Hazardous Material or Environmental Permit, including any action required to be taken by any Purchaser Indemnified Party to comply with any Environmental Law or Environmental Permit, in each case with respect to the Transferred Assets or the Business, provided, however, that such indemnification obligation by Sellers shall not be applicable if (x) the facts, events or conditions underlying such Liability were created or first caused after the Closing Date, or (y) the Escrow Agreement has expired or (z) there are no sums remaining under the Escrow Agreement to cover any such Liability. The foregoing indemnification obligation of Sellers, if applicable, is limited to the extent of the Escrow Amount as set forth in Section 9.04;

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     (v) any Liability arising from the ITEC Liabilities solely to the extent of the below-described Losses exceeding Two Million Dollars ($2,000,000) (the “ITEC Excess Losses”) (the initial Two Million Dollars ($2,000,000) of Losses attributable to ITEC Liabilities not being subject to any indemnification obligation of Sellers), provided that Sellers’ indemnification obligation hereunder shall be limited to (i) seventy-five percent (75%) of the first One Million Dollars ($1,000,000) of ITEC Excess Losses (provided that, to the extent any portion of such ITEC Excess Losses are attributable to legal fees, only legal fees attributable to the defense of ITEC Liabilities in an amount not to exceed $75,000 shall be subject to indemnification by Sellers) and (ii) fifty percent (50%) of ITEC Excess Losses over and above the aforesaid first One Million Dollars ($1,000,000) (provided that to the extent that any portion of such ITEC Excess Losses over and above the aforesaid first One Million Dollars ($1,000,000) are attributable to legal fees, only legal fees attributable to the defense of ITEC Liabilities in an amount not to exceed $50,000 shall be subject to indemnification by Sellers); or

     (vi) any fines, fees, excise taxes or other similar payments levied by any Governmental Authority (collectively, “Disclosure Letter Losses”) as a result of non-compliance by any of Sellers with Law as disclosed in that certain Disclosure Letter dated 7 February 2005 (the “Disclosure Letter”), provided that Sellers’ obligation hereunder to indemnify Purchaser for Disclosure Letter Losses shall (a) be limited to Five Hundred Thousand Dollars ($500,000) from the Escrow Account; (b) not include any costs of investigation and attorneys’ fees and expenses in excess of Ten Thousand Dollars ($10,000) arising from any Disclosure Letter Losses; and (c) terminate ninety days after the Closing Date.

The liability of Sellers under this Section 9.02(a) shall be joint and several.

          (b) A Purchaser Indemnified Party shall give Sellers written notice of any matter that a Purchaser Indemnified Party has determined has given rise to a right of indemnification under this Agreement, stating, to the extent then known, the specific nature of the identified condition, the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, stating in reasonable detail the specific grounds therefor. The obligations and Liabilities of Sellers under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if a Purchaser Indemnified Party shall receive written notice of any Third Party Claim, Purchaser Indemnified Party shall give Sellers written notice of such Third Party Claim no later than thirty (30) days (or such earlier date as may be necessary for any of Sellers to protect their rights appropriately) after the receipt by Purchaser Indemnified Party of such notice, unless failure to provide notice within such period does not materially prejudice Sellers’ ability to protect their rights appropriately. Sellers shall be entitled to assume and control the defense of such Third Party Claim at their expense and through counsel of their choice (who shall be reasonably acceptable to Purchaser) if they give written notice of their intention to do so to Purchaser Indemnified Party no later than fifteen (15) days after the receipt of such written notice from Purchaser Indemnified Party. If Sellers elect to assume the defense of any such Third Party Claim, Purchaser Indemnified Party may participate in (but not control) such

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defense, but at its sole expense. In the event that Sellers exercise the right to undertake any such defense against any such Third Party Claim as provided above, Purchaser Indemnified Party shall reasonably cooperate with Sellers in such defense (including, without limitation, in making any counterclaim against the Person asserting the Third Party Claim, or in making any cross-complaint against any Person) and make available to Sellers, at Sellers’ request and expense, the relevant witnesses, records, materials and information (to the extent such materials or information are not privileged or otherwise subject to confidentiality) in Purchaser Indemnified Party’s possession or under Purchaser Indemnified Party’s control relating thereto as is reasonably requested by any of Sellers. Similarly, in the event Purchaser Indemnified Party is conducting the defense against any such Third Party Claim, Sellers shall reasonably cooperate with Purchaser Indemnified Party in such defense (including, without limitation, in making any counterclaim against the Person asserting the Third Party Claim, or in making any cross-complaint against any Person) and make available to Purchaser Indemnified Party, at Purchaser’s request and Seller’s expense, the relevant witnesses, records, materials and information (to the extent such materials or information are not privileged or otherwise subject to confidentiality) in any of Sellers’ possession or under any of Sellers’ control relating thereto as is reasonably requested by Purchaser Indemnified Party. If Sellers elect to direct the defense of any Third Party Claim, Purchaser Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless Sellers consent in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed), or unless Sellers withdraw from the defense of such Third Party Claim, or unless a final judgment from which no appeal may be taken by or on behalf of any of Sellers, is entered against Purchaser for such Third Party Claim. If Sellers shall elect not to assume the defense of the Third Party Claim, Purchaser Indemnified Party shall have the right to undertake the defense thereof, provided that Purchaser Indemnified Party shall not settle such Third Party Claim or forego any appeal with respect thereto without Sellers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, if the aggregate amount of all indemnification claims under this Section 9.02 would (if paid) exceed the Escrow Amount then held under the Escrow Agreement, then Purchaser Indemnified Party shall be entitled to assume and control the defense of the Third Party Claim, at Sellers’ expense (to the extent of the available Escrow Amount under the Escrow Agreement) and, in such event, Sellers shall reasonably cooperate with Purchaser Indemnified Party in the defense of such Third Party Claim to the same extent as provided above.

          (c) Notwithstanding anything in this Agreement to the contrary, Sellers’ obligations pursuant to this Article IX (whether to pay, indemnify, hold harmless, defend or otherwise), to the extent they relate to any Liability arising under or in relation to any Environmental Law, Environmental Claim, Remedial Action or Environmental Permit or any action required to be taken by any Purchaser Indemnified Party to comply with any Environmental Law or Environmental Permit, shall be subject to the following terms and conditions, in addition to the terms and conditions included in Section 9.04:

     (i) Sellers will not be obligated to indemnify and hold harmless a Purchaser Indemnified Party for any Losses or Environmental Claims under Section 9.02 (a)(iv), to the extent such Losses or Environmental Claims result from or arise as a result of (x) negligent or willfully wrongful actions or omissions of Purchaser Indemnified Party after the Closing, or (y) any action of a Purchaser

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Indemnified Party intended or reasonably likely to initiate or solicit a Third Party Claim or Governmental Order, including, without limitation, by way of a voluntary subsurface investigation; provided, however, that with regard to subsurface investigations, the preceding limitation on indemnification shall not apply to any such investigation that is (A) required to comply with Environmental Laws or Permits, (B) required by the owner of any Leased Real Property or required to comply with the lease agreement for any Leased Real Property, (C) required by a Governmental Authority or a Government Order, (D) reasonable and prudent to settle or resolve a Third Party Claim, or (E) requested in writing by a third party in connection with a sale, lease, sublease, financing or mortgage involving any of the Transferred Real Property, or (F) reasonable and prudent to address the presence of Hazardous Materials in quantities or concentrations that could reasonably be expected to present a material risk to human health or the Environment;

     (ii) In all cases where Remedial Action is required, Sellers will not be obligated to indemnify and hold harmless a Purchaser Indemnified Party for any Losses or Environmental Claims under Section 9.02 (a)(iv) resulting from such Remedial Action, to the extent such Losses are in excess of those necessary to implement, to the extent practical and commercially feasible, the most cost-effective Remedial Action that (x) is consistent with and achieves compliance with the applicable Environmental Laws and (y) will resolve any Third Party Claims and comply with Governmental Orders and the Parties agree that the least costly Remedial Action consistent with (x) and (y) shall be implemented      , and Purchaser shall be required to take all steps reasonably necessary to facilitate, to the extent practical and commercially feasible, such least costly Remedial Action alternative, including institutional or engineering controls that are consistent with (x) and (y) that do not materially hinder Purchaser’s use of the subject property, except to the extent Purchaser Indemnified Party undertakes irrevocably to pay any supplemental cost; and

     (iii) with regard to all claims made by Purchaser governed by this Section 9.02(c), Purchaser shall (w) promptly inform Sellers of all events, circumstances or developments related to Sellers’ indemnification obligations; (x) provide Sellers with copies of all relevant correspondence with Governmental Authorities; (y) inform Sellers in advance of, and permit Sellers to attend and observe in, meetings with Governmental Authorities; and (z) provide any of Sellers reasonable access to the relevant site subject of such claim and any relevant information.

     SECTION 9.03. Indemnification by Purchaser.

          (a) Subject to the relevant limitations set forth in Section 9.04 and the relevant indemnification obligations of Sellers set forth in Section 9.02 (a)(iv), Sellers and their Affiliates, officers, directors, employees and agents (each a “Seller Indemnified Party”; a Seller Indemnified Party or a Purchaser Indemnified Party is referred to as an “Indemnified Party”, and

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the other Party is referred to as an “Indemnifying Party”) shall be indemnified and held harmless by Purchaser for and against any and all Losses, arising out of or resulting from:

     (i) the breach of any covenant or agreement by Purchaser contained in this Agreement and the Ancillary Agreements;

     (ii) the Assumed Liabilities;

     (iii) any Environmental Claim relating to or in connection with the Norwalk Site, the Shadyside Site, the Orrville Site, the Kings Mountain Site, the Bellaire Site, or the Farmington Hills Site or the Business that is not otherwise subject to indemnification by Sellers (or for which Sellers’ indemnification obligation is inapplicable) under Section 9.02 (a)(iv); or

     (iv) any action, suit, arbitration, mediation, inquiry, proceeding or investigation currently or hereafter (whether prior to after the Closing) initiated or pending before any Governmental Authority, or any claim otherwise currently or hereafter (whether prior to after the Closing) asserted, against any of Sellers or their Affiliates, other than claims made by Purchaser under Section 9.02 hereof, involving any of the following:

     (A) any claim relating to or arising out of the conduct of the Business either before or after the Closing, including without limitation claims that have not accrued, been asserted, resolved or settled prior to the Closing, including those relating to breach of contract, express warranties extended by any of Sellers prior to the Closing, warranties or obligations implied or provided by Law, product liability, strict liability in tort, or negligence; provided, that nothing contained in this Section 9.03(a)(iv)(A) shall obligate Purchaser to indemnify Sellers for Taxes for periods on or before the Closing Date;

     (B) any claim of whatever nature seeking compensation or recovery for personal injury or property damage, including without limitation such as result from defects or alleged defects in products sold by the Business, the operation of the Business, or any condition at any site at which the Business is conducted, in each case either before, on or after the Closing;

     (C) any Environmental Claim relating to or in connection with the Norwalk Site, the Shadyside Site, the Orrville Site, the Kings Mountain Site, the Bellaire Site, or the Farmington Hills Site, regardless of whether relating to the Business and regardless of when made or asserted but excluding any Environmental Claim for which Sellers indemnify Purchaser pursuant to Section 9.02 (a)(iv), such exclusion being applicable only if (x) the facts, events or conditions underlying such Environmental Claim were created or first caused before the Closing Date, and (y) the Escrow Agreement shall not have expired and (z) there are sufficient sums

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remaining under the Escrow Agreement to cover any such Environmental Claim; or

     (D) any claim relating to the payment of benefits or other compensation, cash, medical, other health benefit and workers’ compensation claims in connection with the employment or termination of employment of any Business Employees, whether incurred or accrued prior to, at or after the Closing, not otherwise expressly payable by Seller pursuant to the terms of this Agreement;

          provided, however, Sellers and Purchaser agree that Purchaser shall have the right to satisfy any Losses (whether incurred by a Purchaser Indemnified Party or a Seller Indemnified Party) associated with any of the items identified in clause (iv)(A) and (B) of this Section 9.03(a) from funds held under the Escrow Agreement.

          (b) A Seller Indemnified Party shall give Purchaser written notice of any matter which such Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement no later than forty-five (45) days after such determination (or such earlier date as may be necessary for Purchaser to protect its rights appropriately), stating, to the extent then known, the specific nature of the identified condition, the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, stating in reasonable detail the specific grounds therefor and including all evidence necessary to demonstrate the soundness thereof. The obligations and Liabilities of Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give Purchaser written notice of such Third Party Claim no later than thirty (30) days (or such earlier date as may be necessary for Purchaser to protect its rights appropriately) after the receipt by Seller Indemnified Party of such notice. Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives written notice of its intention to do so to such Seller Indemnified Party no later than fifteen (15) days after the receipt of such written notice from Seller Indemnified Party. If Purchaser elects to assume the defense of any such Third Party Claim, Seller Indemnified Party may participate in such defense, but at its sole expense. In the event that Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, Seller Indemnified Party shall reasonably cooperate with Purchaser in such defense (including, without limitation, in making any counterclaim against the Person asserting the Third Party Claim, or in making any cross-complaint against any Person) and make available to Purchaser, at Purchaser’s request and expense, the relevant witnesses, records, materials and information in Seller Indemnified Party’s possession or under Seller Indemnified Party’s control relating thereto as is reasonably requested by Purchaser. Similarly, in the event Seller Indemnified Party is conducting the defense against any such Third Party Claim, Purchaser shall reasonably cooperate with Seller Indemnified Party in such defense (including, without limitation, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person) and make available to Seller Indemnified Party, at Seller Indemnified Party’s request and at Purchaser’s expense, the relevant witnesses, records, materials and information in Purchaser’s possession or under

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Purchaser’s control relating thereto as is reasonably requested by Seller Indemnified Party. If Purchaser elects to direct the defense of any Third Party Claim, Seller Indemnified Party shall not pay, or permit to be paid, any part of any such Third Party Claim, unless Purchaser consents in writing to such payment, or unless Purchaser withdraws from the defense of such Third Party Claim, or unless a final judgment from which no appeal may be taken by or on behalf of Purchaser, is entered against any of Sellers for such Third Party Claim, or unless, due to the financial condition of Purchaser, Seller Indemnified Party shall reasonably believe that the Third Party Claim is unlikely to be paid by Purchaser. If Purchaser shall elect not to assume the defense of the Third Party Claim, Seller Indemnified Party shall have the right to undertake the defense thereof, provided that Seller Indemnified Party shall not settle such Third Party Claim or forego any appeal with respect thereto without Purchaser’s prior written consent.

     SECTION 9.04. Limits on Indemnification.

          (a) Notwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive (except to the extent arising from Third Party punitive damages) or consequential Losses or for any lost profits of any other Party; (ii) no indemnification obligation of any of Sellers shall arise under this Agreement for any breach or Third Party Claim solely to the extent such obligation has arisen or increased as a result of any change in applicable Laws (including Environmental Laws) after the date hereof; (iii) the maximum amount of indemnifiable Losses for which indemnification may be sought from any of Sellers shall be limited to the Escrow Amount held under the Escrow Agreement plus, in the case of Sellers, with respect to any Retained Liabilities, amounts in the Retention Account from time to time, provided, however, that any Losses of Purchaser that are Qualified Retained Liabilities shall be paid first from the Retention Account, until such time as no funds shall remain therein, after which time they shall be paid from the Escrow Amount, (iv) the maximum amount of indemnifiable Losses for which indemnification may be sought from Purchaser shall be limited to an amount equal to the Escrow Amount deposited with the Escrow Agent as of the Closing Date; provided that, as to Purchaser’s indemnification obligation to Sellers for Assumed Liabilities pursuant to Section 9.03 (a)(ii), there shall be no cap on the amount of indemnifiable Losses, (v) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the relevant Losses cease to be contingent or may be quantified, provided that, for the avoidance of doubt, a claim may be made with respect to such Losses within the time periods provided under this Agreement and, if so timely made, such Losses may be recoverable if and when they are no longer contingent or unquantifiable; (vi) with respect to contingent Losses resulting from Third Party Claims, no such contingent Losses may be asserted as a Third Party Claim under this Article IX unless and until an identifiable third party shall have manifested (x) a present awareness of its right to assert such Third Party Claim and (y) a present intent to assert such Third Party Claim; and (vii) Sellers shall not be liable for any claim for indemnification pursuant to any provision of this Agreement, unless Sellers receive from Purchaser written notice of such claim, in accordance with Section 9.02(b), on or before the second anniversary of the Closing Date.

          (b) Each Party shall use commercially reasonable efforts to mitigate all such Losses immediately after becoming aware of any event that could reasonably be expected to give rise to such Losses.

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          (c) Indemnification payments for Losses pursuant to this Article IX shall be made (i) taking into account any deduction, credit or other Tax benefit (“Tax Benefits”) actually recognized by the Indemnified Party with respect to such Loss in the tax year in which the indemnification payment is determined to be due and payable; and (ii) after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto, less any cost actually incurred by the Indemnified Party in the collection of any such proceeds, indemnity, contribution or other similar payment, including increased premium costs associated with recovery of insurance proceeds with respect to such Losses. In determining the amount of any such Tax Benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. In addition, any amount actually recovered by an Indemnified Party from third parties with respect to a Loss which has already been indemnified by an Indemnifying Party shall be promptly paid over by the Indemnified Party to the Indemnifying Party up to the amount of such indemnified payment; provided, however, that in no event shall the Indemnified Party be required to pay over to the Indemnifying Party the amount of any Tax Benefit recognized by the Indemnified Party with respect to such indemnified payment that is being reimbursed to the Indemnifying Party.

     SECTION 9.05. Sole Remedy. Except for specific performance as contemplated by Section 11.11 hereof and injunctive relief as contemplated by Section 11.10 hereof and except for claims or causes of action which arise by reason of the deliberate concealment or intentional misrepresentation by any of the persons set forth in Section 9.05 of the Disclosure Schedule of information which is required to be disclosed pursuant to the terms of this Agreement, each Party hereby acknowledges and agrees that, after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, except (i) as to any instance of deliberate concealment or intentional misrepresentation by any of the persons set forth in Section 9.05 of the Disclosure Schedule of information which is required to be disclosed pursuant to the terms of this Agreement as set forth in the foregoing sentence and (ii) as set forth in Sections 11.10 and 11.11, Purchaser hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of action, and remedies it may have against any of Sellers and every other Seller Indemnified Party, arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise, whether sounding in breach of contract, negligence or other tort, fraud, violation of the securities laws of any jurisdiction, or otherwise) and hereby covenants not to assert any such claim in any form of action, including without limitation any direct action or by way of counterclaim, cross-claim, contribution, indemnity, or otherwise. Similarly, except for claims or causes of action which arise by reason of the deliberate concealment or intentional misrepresentation by the managing member of Purchaser or as set forth in Sections 11.10 and 11.11, Sellers hereby waive, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of action and remedies any of Sellers may have against Purchaser and every other Purchaser Indemnified Party, arising under or based upon any Law (including, without limitation, any such rights, claims or causes or action arising under or based upon common law or otherwise, whether sounding in breach of contract, negligence or other tort, fraud, violation of the securities laws of any jurisdiction, or otherwise).

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     SECTION 9.06. No Rescission. Anything herein to the contrary notwithstanding but without prejudice to a Party’s right to terminate this Agreement prior to Closing, no breach of any representation, warranty, covenant or agreement contained herein or in the Ancillary Agreements shall give rise to any right on the part of Purchaser or any of Sellers to rescind this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby.

     SECTION 9.07. Waiver of Bulk Sales Requirement. Each of the Parties waives compliance with any applicable bulk sales law, including without limitation the U.S. Uniform Commercial Code Bulk Transfer provisions and all state bulk sales Tax notification requirements and related provisions.

ARTICLE X

TERMINATION AND WAIVER

     SECTION 10.01. Termination. This Agreement may be terminated at any time prior to the Closing:

          (a) by either Sellers or Purchaser if the Closing shall not have occurred by the date that is ninety (90) days after the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.01(a) shall not be available to any Party whose failure to fulfill any obligation under this Agreement or any Ancillary Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the date of termination; or

          (b) by either Purchaser or Sellers in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 10.01(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement or any Ancillary Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the date of termination; or

          (c) by Purchaser in writing, if any event (other than the failure of Purchaser to comply with its obligations under this Agreement) or breach of any provision of this Agreement by any of Sellers occurs, which breach has not been cured (if curable) within 20 days after written notice thereof, and as a result of such event or breach, it is reasonably likely that any of the conditions in Section 8.02 will not to be satisfied; or

          (d) by Seller, if any event (other than the failure of any Seller to comply with its obligations under this Agreement) occurs, or breach of any provision of this Agreement by Purchaser occurs, which breach has not been cured (if curable) within 20 days after written notice thereof, and as a result of such event or breach, it is reasonably likely that any of the conditions in Section 8.01 will not to be satisfied;

          (e) by the mutual written consent of Sellers and Purchaser; or

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          (f) by Seller or Purchaser if Purchaser shall have been unable to obtain the requisite financing to consummate the transactions contemplated hereby on terms reasonably satisfactory to Purchaser.

     SECTION 10.02. Effect of Termination.

          (a) In the event of termination of this Agreement as provided in Section 10.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party except (i) as set forth in this Section 10.02 and Section 11.01; and (ii) as set forth in the Confidentiality Agreement.

          (b) In the event of a termination of this Agreement (i) by Sellers in accordance with Section 10.01(d), or (ii) by Purchaser in violation of the provisions of Section 10.01 hereof, either (A) Seller may, to the extent permitted by applicable Law, seek specific performance pursuant to Section 11.11, or (B) Purchaser shall pay to Sellers, immediately upon request from Seller, all Expenses (as defined below) of Sellers. For the purposes of this Section 10.02(b), “Expenses” shall mean all documented out-of-pocket expenses and fees (including, without limitation, fees and expenses payable to all banks, investment banking firms, and other Persons and their respective agents and counsel, and all fees of legal counsel, accountants, experts and consultants to Sellers, and all filing fees, as applicable) actually incurred or accrued by any of Sellers or on their behalf in connection with the transactions contemplated by this Agreement and the negotiation, preparation, execution and performance of this Agreement and the Ancillary Agreements, and any commitments or agreements relating thereto.

          (c) In the event of a termination of this Agreement (i) by Purchaser in accordance with Section 10.01(c) or (ii) by Sellers in violation of the provisions of Section 10.01 hereof, either (A) Purchaser may, to the extent permitted by applicable Laws, seek specific performance pursuant to Section 11.11, or (B) Seller shall pay to Purchaser, immediately upon request from Purchaser, all Expenses (as defined below) of Purchaser. For the purposes of this Section 10.02(c), “Expenses” shall mean all documented out-of-pocket expenses and fees (including, without limitation, fees and expenses payable to all banks, investment banking firms, and other Persons and their respective agents and counsel, and all fees of legal counsel, accountants, experts and consultants to Purchaser, and all filing fees, as applicable) actually incurred or accrued by Purchaser or on its behalf in connection with the transactions contemplated by this Agreement and the negotiation, preparation, execution and performance of this Agreement and the Ancillary Agreements, and any commitments or agreements relating thereto.

          (d) In the event of a termination of this Agreement by Seller or Purchaser in accordance with Section 10.01(f) hereof, Purchaser shall pay to Sellers, immediately upon request from Seller, all Expenses, as such term is defined in subsection (b) hereof and Purchaser shall have no further liability to Sellers under this Agreement (including without limitation any obligation with respect to Section 11.11).

     SECTION 10.03. Extension; Waiver. Except as set forth in Section 9.07, each Party may (i) extend the time for the performance of any of the obligations or other acts of the other Parties; (ii) waive any inaccuracies in the representations and warranties of the other Parties

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contained herein or in any document delivered by the other Parties pursuant hereto; or (iii) waive compliance with any of the agreements or conditions of the other Parties contained herein or in any document delivered by the other Parties pursuant hereto. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement or any Ancillary Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

ARTICLE XI

GENERAL PROVISIONS

     SECTION 11.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

     SECTION 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by telecopy or by registered mail (postage prepaid, return receipt requested) to the relevant Party at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

(a)   if to any of Sellers:

Mayflower Vehicle Systems, Inc.
37900 Interchange Drive
Farmington Hills, Michigan 58445
Tel: (248) 473-7500
Fax: (248) 473-7072
Attention: Gordon Boyd, President and CEO

with a copy to:

The Mayflower Corporation Plc
(In Administration)
c/o Deloitte & Touche LLP
Athene Place
66 Shoe Lane
London EC4A 3BQ
United Kingdom
Tel: +44 (0)207 936 3000
Fax: +44 (0)207 007 3442

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Attention: Mr. Nicholas G. Edwards, Administrator

with a second copy to:

Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Tel. : 212-210-9400
Fax : 212-210-9444
Attention: David W. Detjen, Esq.

if to Purchaser:
Commercial Vehicle Group, Inc.
4508 IDS Center
Minneapolis, Minnesota 54402
Telecopy:
Attention: Scott Rued, Chairman

with a copy to:

Kirkland and Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Telecopy: (312) 861-2200
Attention: John A. Schoenfeld

     SECTION 11.03. Public Announcements. No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media regarding this Agreement without prior notification to the other Parties, and the Parties shall cooperate as to the timing and contents of any such press release or public announcement. Notwithstanding the foregoing, any Party may make an announcement concerning the purchase and sale of the Business or any ancillary matter without prior notification to the other Parties if required by (i) the Laws of any relevant jurisdiction, (ii) any existing contractual obligations, or (iii) any Governmental Authority to which either Party is subject or submits, wherever situated, whether or not the requirement has the force of Law; provided, however, that, in any such case, the relevant Party shall take such steps as may be reasonable and practicable under the relevant circumstances to agree on the contents of such announcement with the other Parties before making such an announcement.

     SECTION 11.04. Headings. The descriptive headings contained in this Agreement (including the Exhibits and Disclosure Schedule) are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

     SECTION 11.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced pursuant to any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon

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such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     SECTION 11.06. Entire Agreement. This Agreement, the Confidentiality Agreement, and the Ancillary Agreements constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between any of Sellers and Purchaser with respect to the subject matter hereof.

     SECTION 11.07. Assignment. Except as otherwise provided in this Agreement, none of Purchaser nor any of Sellers may assign or transfer this Agreement or any of their respective rights or obligations hereunder in any manner whatsoever, by operation of Law or otherwise (including, without limitation, by merger, contribution, spin-off or otherwise), without the prior written consent of Purchaser or Seller, as the case may be, which consent may be granted or withheld in the sole discretion of Seller and any attempted assignment thereof shall be void; provided, that Purchaser may assign all or any portion of its rights hereunder to any Affiliate of Purchaser or as collateral to any lender or other financing source; provided, further, that no such assignment shall relieve Purchaser of its obligations hereunder.

     SECTION 11.08. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their permitted assigns and, except as expressly permitted herein or pursuant to Article IX with respect to a Purchaser Indemnified Party and a Seller Indemnified Party, nothing herein is intended to or shall confer upon any other Person, any right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

     SECTION 11.09. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Seller and Purchaser, or (b) by a written waiver in accordance with Section 10.03.

     SECTION 11.10. Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement or any of the Ancillary Agreements, or the negotiation, breach, or consummation thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Without limiting the generality of the foregoing, any issue relating to the arbitrability of any such controversy or claim shall be resolved by arbitration pursuant to this Section 11.10. The arbitration under this Section 11.10 shall be held in New York, New York, shall be conducted in the English language, and shall be conducted before three arbitrators mutually agreeable to Seller and Purchaser, or if no agreement can be reached, then selected by the American Arbitration Association, but in any event each arbitrator shall be a licensed attorney with at least twelve (12) years’ experience in merger-and-acquisition transactions. The discovery period shall be limited to sixty (60) days after the appointment of the arbitrators and each Party shall be entitled to depose no more than five (5) witnesses. The arbitrators shall render a reasoned opinion in writing in support of their decision, and shall award reimbursement

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of attorneys’ and other experts’ fees and disbursements and other costs of arbitration to the prevailing party, in such manner as the arbitrators shall deem appropriate. In addition, the losing party or parties shall reimburse the prevailing party or parties for attorneys’ fees and disbursements and court costs incurred by the prevailing party in successfully seeking any preliminary equitable relief or judicially enforcing any arbitration award. The provisions of this Section 11.10 shall not be deemed to preclude any party hereto from seeking preliminary injunctive or other equitable relief to protect or enforce its rights hereunder, or to prohibit any court from making preliminary findings of fact in connection with granting or denying such preliminary injunctive relief pending arbitration, or to preclude any party hereto from seeking permanent injunctive or other equitable relief after and in accordance with the decision of the arbitrators. Nothing herein shall be construed to mean that any decision of the arbitrators is subject to judicial review or appeal, and the parties hereto hereby waive any and all rights of judicial appeal or review, on any ground whatsoever.

     SECTION 11.11. Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that, to the extent permitted by applicable Laws, the Parties shall be entitled to specific performance of the terms hereof.

     SECTION 11.12. Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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      IN WITNESS WHEREOF, Sellers and Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

MAYFLOWER VEHICLE SYSTEMS, INC.
By	/s/ VINCE SPIRKO
Name:		Vince Spirko
Title:		Secretary
MAYFLOWER VEHICLE SYSTEMS MICHIGAN, INC.
By	/s/ VINCE SPIRKO
Name:		Vince Spirko
Title:		Secretary
WAYNE STAMPING AND ASSEMBLY, LLC
By	/s/ VINCE SPIRKO
Name:		Vince Spirko
Title:		Secretary
WAYNE-ORRVILLE INVESTMENTS, LLC
By	/s/ VINCE SPIRKO
Name:		Vince Spirko
Title:		Secretary
CVG ACQUISITION LLC
By	/s/ [ILLEGIBLE]
Name:
Title:

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EX-2.1

exv2w1

EX-10.10

EXHIBIT 10.10

FIRST AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT

     THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of September 16, 2004, 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 (the “Loan Agreement”);

     WHEREAS, certain lenders, namely Associated Bank, N.A., Citizens Bank of Pennsylvania, National City Bank of the Midwest, SunTrust Bank and PNC Bank, National Association (collectively, the “New Banks”) are to be added as “Banks” under the Loan Agreement, thereby reallocating the Commitments as provided in this Amendment; and

     WHEREAS, certain revisions are to be made to the mechanics of Foreign Currency borrowing under the Loan Agreement.

     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. Concerning the New Banks.

     (a) Addition of New Banks. Subject to Section 5(d) hereof, upon and after the Effective Date (defined below), each of the New Banks hereby becomes a party, as a Bank, to the Loan Agreement with Commitments as stated in the amended Schedule 1.1(b) to the Loan Agreement attached hereto as Exhibit A, and the parties hereto, other than the New Banks, each acknowledge and consent to such actions by the New Banks. Upon and after the Effective Date, the New Banks shall each be a Bank under the Loan Agreement and the other Loan Documents to which the Banks are parties and shall have all of the rights, privileges and benefits of a Bank under the Loan Agreement and the other Loan Documents, and all of the duties of a Bank thereunder, in each case as if such New Bank had been initially a party to the Loan Agreement. Upon the Effective Date (defined below), the New Banks shall make Advances as calculated by the Agent so that their outstanding Advances are equal to their ratable shares of all Advances outstanding on such date and the Agent shall distribute the proceeds of such Advances to Comerica Bank and U.S. Bank as applicable in accordance with their ratable share of all Advances outstanding on the Effective Date, in each case after giving effect to this Amendment, but

prior to any additional Advances requested by the Borrowers to be made (if any) on the Effective Date.

     (b) Interest and Fees. From and after the Effective Date, all interest and all Revolving Commitment Fees and Letter of Credit Fees accrued under Section 2.16 of the Loan Agreement for the billing period in which the Effective Date falls shall be paid to the Agent as provided in the Loan Agreement, and distributed by the Agent (i) with respect to amounts accrued before the Effective Date, to the Banks (other than the New Banks) and (ii) with respect to amounts accrued on or after the Effective Date, to the New Banks and the other Banks in accordance with the terms of the Loan Agreement.

     (c) Copies of Loan Documents. The Agent represents and warrants to the New Banks that the copies of the Loan Documents and the related agreements, certificates, and opinion letters previously delivered to the New Banks are true and correct copies of the Loan Documents and related agreements, certificates, and opinion letters executed by and/or delivered in connection with the closing of the credit facilities contemplated by the Loan Agreement, other than the Fee Letter.

     (d) No Representation or Warranty by Banks. The New Banks agree and acknowledge that no Bank nor the Agent nor the Syndication Agent (i) makes any representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any other instrument or document furnished pursuant thereto or (ii) makes any representation or warranty and assume any responsibility with respect to the financial condition of the Borrowers, or the performance or observance by the Borrowers or any other Person of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

     (e) No Reliance By New Banks. Each of the New Banks (i) confirms to each other New Bank, each other Bank, the Agent and the Syndication Agent that it has received a copy of the Loan Documents together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (ii) acknowledges that it has, independently and without reliance upon the Agent, the Syndication Agent or any other Bank or New Bank and instead in reliance upon its own review of such documents and information as the New Bank deems appropriate, made its own credit analysis and decision to enter into this Amendment and the Loan Documents and agrees that it will, independently and without reliance upon the Agent, the Syndication Agent or any other Bank or New Bank, and based on such documents and information as each New Bank shall deem appropriate at the time, continue to make its own credit decision in taking or not taking action under the Loan Documents.

     3. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

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     (a) All references to the “Banks” in the Loan Agreement shall include each of the New Banks.

     (b) The definition of “Borrowing Base” is revised by deleting “Subsidiary” therefrom.

     (c) The definition of “Foreign Currency Advance” is replaced with the following:

     “Foreign Currency Advance”: The Term Loans (Foreign Currency) and any portion of the outstanding Revolving Loans that is made in the Foreign Currency. A Foreign Currency Advance shall be a Eurocurrency Rate Advance.

     (d) A new definition is added which provides:

     “Foreign Currency Funding Agent”: U.S. Bank National Association.

     (e) New definitions are added in the appropriate alphabetical order as follows:

     “Related Agreement”: Any document or instrument executed and delivered by the Borrower or any Subsidiary to effect the Merger or the IPO.

     “U.S. Bank”: U.S. Bank National Association.

     (f) Section 2.1(c) is replaced with the following:

     “Term Loans (Foreign Currency)”: A term loan from each Bank (each being a “Term Loan (Foreign Currency)” and, collectively, the “Term Loans (Foreign Currency)”) to the Borrowers on the Closing Date in an amount from each Bank equal to its Term Loan Commitment Amount (Foreign Currency). The Term Loans (Foreign Currency) and any portion of the balance thereof (in minimum amounts of £1,500,000.00) shall be made and maintained in Foreign Currency and shall constitute Foreign Currency Advances.

     (g) Section 2.5 is revised by replacing the third sentence thereof with the following:

The Borrower’s Agent shall give the Agent (or, as to Foreign Currency Advances, the Foreign Currency Funding Agent with a copy thereof to the Agent) written notice of any continuation or conversion of any Advances and such notice must be given so as to be received by the Agent (or, as to Foreign Currency Advances, the Foreign Currency Funding Agent) (a) not later than 1:00 p.m. (Minneapolis time) three Eurocurrency Business Days prior to the requested date of conversion or continuation in the case of the continuation of, or the conversion to, Eurocurrency Rate Advances denominated in U.S. Dollars and (b) not later than 1:00 p.m. (local time of the Foreign Currency Funding Agent) four Eurocurrency Business Days prior to the requested date of confirmation of Eurocurrency Rate Advances denominated in Foreign Currency.

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     (h) Section 2.6(c) is replaced with the following:

     The Term Loans (Foreign Currency)

     (i) Subject to paragraph (ii) below, each Eurocurrency Rate Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (A) the Adjusted Eurocurrency Rate for such Interest Period, plus (B) the Applicable Margin.

     (ii) Upon the occurrence and during the continuance of any Event of Default, each Advance shall, at the option of the Agent or the Required Banks after written notice thereof to the Borrower’s Agent (or, upon the occurrence and during the continuance of any Event of Default under Section 7.1(f) or (g), each Advance shall automatically), bear interest until paid in full during the balance of any Interest Period applicable to such Advance, at a rate per annum equal to the sum of the rate applicable to such Advance during such Interest Period plus 2.0%.

     (iii) Interest shall be payable (A) with respect to each Eurocurrency Rate Advance having an Interest Period of three months or less on the last day of the Interest Period applicable thereto; (B) with respect to any Eurocurrency Rate Advance having an Interest Period greater than three months, on the last day of the Interest Period applicable thereto and on each day that would have been the last day of the Interest Period for such Advance had successive Interest Periods of three months duration been applicable to such Advance; and (C) with respect to all Term Loans (Foreign Currency), on the Term Loan Termination Date; provided that interest under Section 2.6(b)(ii) shall be payable on demand.

     (i) Section 2.8(g) is revised by deleting therefrom: “(or, as to Foreign Currency Advances, £500,000)” and “(or, as to Foreign Currency Advances, £50,000)”.

     (j) Sections 6.4(k) and 6.4(v) are amended by deleting the clause “Section 5.12” as it appears therein and by substituting in lieu thereof the clause “Section 5.15”.

     (k) Section 6.5(d) is amended by deleting the clause “subsection 6.1(i)” as it appears therein and by substituting in lieu thereof the clause “subsection 6.1(h)”.

     (l) Section 6.9 is amended by deleting the clause “Section 5.13” as it appears therein and by substituting in lieu thereof the clause “Section 5.12(c)”.

     (m) Section 6.13 is amended by deleting the clause “Sections 5.3 and 6.4” as it appears therein and by substituting in lieu thereof the clause “Sections 6.3 and 6.4”.

     (n) Section 9.1(d) is amended by deleting the clause “provided in any of the other Loan Documents” and by substituting in lieu thereof the clause “permitted under Section 6.2”.

     (o) Section 9.6(c) is amended by deleting the first sentence thereof and replacing it with the following:

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Each Bank may, from time to time, with the consent of the Agent and the Borrowers’ Agent (neither of which consents shall be unreasonably withheld or delayed; and if an Event of Default shall have occurred and be continuing, then consent of the Borrowers’ Agent shall not be required), assign to other lenders (“Assignees”) all or part of its rights or obligations hereunder or under any Loan Document in a minimum amount of $5,000,000 then held by that Bank, pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Borrowers and the Agent in substantially the form of Exhibit 9.6, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes and Term Notes (Foreign Currency) which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment and Term Loan Commitment (Foreign Currency) of such Bank to be assumed by each Assignee (each, an “Assignment Agreement”); provided, however, that the assigning Bank must pay to the Agent a processing and recordation fee of $5,000 per assignment.

     (p) Schedule 1.1(b) to the Loan Agreement is hereby amended in its entirety to read as set forth on Exhibit A to this Amendment, which Exhibit A is hereby made a part of the Loan Agreement as Schedule 1.1(b) thereto.

     (q) The addresses for notices for the New Banks and their Applicable Lending Offices shall be as set forth on the signature pages to this Amendment until changed in accordance with the terms of the Loan Agreement.

     4. Replaced Notes. Upon the Effective Date, the Agent and the Syndication Agent shall mark their existing Revolving Notes, Term Notes and Term Notes (Foreign Currency) (but not the Swingline Note) “cancelled” and return them to the Company on request.

     5. Security Agreement. Section 5 of the Security Agreement is amended to provide:

Disposition of Collateral. The Grantors will not sell, lease or otherwise dispose of, or discount or factor with or without recourse, any Collateral, except as permitted by the Credit Agreement.

     6. Conditions to Effectiveness of this Amendment. This Amendment shall be effective as of September 17, 2004 (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 New Banks, and the following conditions are satisfied:

     (a) Before and 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 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.

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     (b) Before and after giving effect to this Amendment, no Event of Default and no Default shall have occurred and be continuing.

     (c) No Material Adverse Effect shall have occurred since August 10, 2004.

     (d) No revisions shall have been made to the articles of incorporation or bylaws of any of the Borrowers since August 10, 2004.

     (e) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:

     (i) new Revolving Notes, Term Notes and Term Notes (Foreign Currency) payable to each Bank (the “New Notes”) duly executed by the Borrowers; and

     (ii) such other documents, instruments and approvals as the Agent may reasonably request.

     7. Covenant Regarding Collateral. The Borrowers covenant that (a) they shall supply the Agent not later than March 16, 2005: the mortgages (or deeds of trust), title insurance commitments and Phase I environmental reports as well as agreed forms of security agreements with respect to patents, trademarks and copyrights that have been requested by the Agent prior to the date of this Amendment; and (b) they shall use their commercially reasonable efforts (i) to obtain by such date the landlord waivers and (ii) to complete and file by such date the security agreements based upon the forms agreed upon as described in clause (a) above with respect to patents, trademarks and copyrights, that have been requested by the Agent prior to the date of this Amendment. Failure by the Borrowers to comply in all material respects with this covenant shall constitute an Event of Default under the Loan Agreement.

     8. 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 (including the New 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 the New Notes are within their corporate powers and have been duly authorized by all necessary corporate action; (ii) this Amendment and the New Notes have 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) no Events of Default or Default exist and are continuing.

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9. 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 the New Notes and any other document required to be furnished herewith, 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 New Notes, 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) 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 New Notes shall be binding upon the Borrowers, the Banks, the Agent, the Syndication Agent and their respective successors and assigns, and shall inure to the benefit of the Borrowers, the Banks, the Agent, the Syndication Agent and the successors and assigns of the Banks, the Agent and the Syndication Agent.

[remainder of 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

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

[Signature Page to First Amendment to Loan Agreement]

S-1

CVS HOLDINGS, INC.
By:	/s/ CHAD M. UTRUP
Title	CFO
TRIM SYSTEMS, INC.
By:	/s/ CHAD M. UTRUP
Title	CFO
FOREIGN CURRENCY BORROWERS:
COMMERCIAL VEHICLE SYSTEMS LIMITED
By:	/s/ CHAD M. UTRUP
Title	CFO
By:	/s/ MERVIN DUNN
Title	CEO

[Signature Page to First Amendment to Loan Agreement]

S-2

KAB SEATING LIMITED
By:	/s/ CHAD M. UTRUP
Title	CFO
By:	/s/ MERVIN DUNN
Title	CEO
BOSTROM LIMITED
By:	/s/ CHAD M. UTRUP
Title	CFO
By:	/s/ MERVIN DUNN
Title	CEO
BOSTROM INTERNATIONAL LIMITED
By:	/s/ CHAD M. UTRUP
Title	CFO
By:	/s/ MERVIN DUNN
Title	CEO
CVS HOLDINGS LIMITED
By:	/s/ CHAD M. UTRUP
Title	CFO
By:	/s/ MERVIN DUNN
Title	CEO

[Signature Page to First Amendment to Loan Agreement]

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

[Signature Page to First Amendment to Loan Agreement]

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COMERICA BANK
By:	/s/ MATTHEW T. BREIGHT
Title	Vice President
Address:
Comerica Tower
500 Woodward Avenue
Detroit, Michigan 48226
Fax: 313-222-3389
Attention: Matthew T. Breight

[Signature Page to First Amendment to Loan Agreement]

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ASSOCIATED BANK, N.A.
By:	/s/ DANIEL HOLZHAUER
Title	AVP
Address:
401 E. Kilbourn Avenue
Suite 400
Milwaukee, WI 53202
Fax: 414-283-2300
Attention: Daniel Holzhauer
E-mail: Daniel.holzhauer@associatedbank.com

[Signature Page to First Amendment to Loan Agreement]

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CITIZEN BANK OF PENNSYLVANIA
By:	/s/ JOHN J. LIGDAY, JR.
Title	Vice President
Address:
525 William Penn Place
Room 2910
Pittsburgh, PA 15219-1729
Fax: 412-552-6307
Attention: John J. Ligday Jr.
E-mail: john.ligday@citzensbank.com

[Signature Page to First Amendment to Loan Agreement]

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NATIONAL CITY BANK OF THE MIDWEST
By	/s/ OLIVER GLENN
Title	Vice President
Address:
1001 S. Worth; Locator R-J40-4D
Birmingham, Michigan 48009
Fax: 248-901-2097
Attention: Oliver Glenn
E-mail: oliver.glenn@nationalcity.com

[Signature Page to First Amendment to Loan Agreement]

S-8

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 to First Amendment to Loan Agreement]

S-9

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ JEFFREY L. STEIN
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 to First Amendment to Loan Agreement]

S-10

EXHIBIT A TO

FIRST AMENDMENT TO

REVOLVING CREDIT AND

TERM LOAN AGREEMENT

Schedule 1.1(b)

to Revolving Credit and

Term Loan Agreement

COMMITMENT AMOUNTS

					Term Loan
			Term Loan		Commitment
	Revolving		Commitment		Amount (Foreign
Bank	Commitment Amount		Amount		Currency)
U.S. Bank National Association	$	10,600,000	$	13,780,000	£	1,869,235.01
Comerica Bank	$	8,700,000	$	11,310,000	£	1,534,183.45
Associated Bank, N.A.	$	4,200,000	$	5,460,000	£	740,640.29
Citizens Bank of Pennsylvania	$	4,200,000	$	5,460,000	£	740,640.29
National City Bank of the Midwest	$	4,200,000	$	5,460,000	£	740,640.29
Sun Trust Bank	$	4,200,000	$	5,460.000	£	740,640.29
PNC Bank, National Association	$	3,900,000	$	5,070,000	£	687,737.41

Ex A-1

EX-10.11

SECOND AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT

      THIS SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) dated as of February 7, 2005, 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 (as amended, the “Loan Agreement”);

      WHEREAS, the Company, the Subsidiary Borrowers, certain Banks, the Agent and the Syndication Agent are parties to a Security Agreement dated as of August 10, 2004 that secures the Obligations under the Loan Agreement, as amended by a First Amendment to Revolving Credit and Term Loan Agreement dated as of September 16, 2004 (as amended, the “Security Agreement”); and

      WHEREAS, the Company intends to organize a new subsidiary (“CVG Acquisition LLC”) for the purpose of acquiring certain of the assets of Mayflower Vehicle Systems, Inc., Mayflower Vehicle Systems Michigan, Inc., Wayne Stamping and Assembly LLC and Wayne Orrville Investments LLC (collectively, the “Sellers”) under that certain Agreement of Purchase and Sale dated as of February 7, 2005 between the Sellers and the Company and CVG Acquisition LLC; and

      WHEREAS, the Company, the Subsidiary Borrowers and the Foreign Currency Borrowers have requested that the Banks increase their Commitments under the Loan Agreement to provide financing for the Acquisition (defined below) and the Banks have agreed to do so upon the terms and subject to the conditions set forth in this Amendment; and

      WHEREAS, the Company intends that CVG Acquisition LLC will become a Subsidiary Borrower under the Loan Agreement pursuant to the terms of the Loan Agreement and an Assumption Letter of even date herewith to be executed by CVG Acquisition LLC, as a New Subsidiary Borrower, and the Agent; and

      WHEREAS, the assets acquired by CVG Acquisition LLC in the Acquisition are to become a part of the Collateral under the Loan Agreement and the Security Agreement;

      WHEREAS, certain lenders, namely KeyBank National Association, LaSalle Bank National Association and Credit Suisse First Boston, acting through its Cayman Islands Branch (collectively, the “New Banks”) are to be added as “Banks” under the Loan Agreement; and

      WHEREAS, the parties desire to amend certain other provisions of the Loan Agreement and the Security Agreement;

      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. Concerning the New Banks.

     (a) Addition of New Banks. Subject to the conditions set forth in Section 6 hereof, upon and after the Effective Date (defined below), each of the New Banks hereby becomes a party, as a Bank, to the Loan Agreement with Commitments as stated in the amended Schedule 1.1(b) to the Loan Agreement attached hereto as Exhibit A, and the parties hereto, other than the New Banks, each acknowledge and consent to such actions by the New Banks. Upon and after the Effective Date, the New Banks shall each be a Bank under the Loan Agreement and the other Loan Documents to which the Banks are parties and shall have all of the rights, privileges and benefits of a Bank under the Loan Agreement and the other Loan Documents, and all of the duties of a Bank thereunder, in each case as if such New Bank had been initially a party to the Loan Agreement. Upon the Effective Date (defined below), the New Banks shall make Advances as calculated by the Agent so that their outstanding Advances are equal to their ratable shares of all Advances outstanding on such date and the Agent shall distribute the proceeds of such Advances to the existing Banks as applicable in accordance with their ratable share of all Advances outstanding on the Effective Date, in each case after giving effect to this Amendment, but prior to any additional Advances requested by the Borrowers to be made (if any) on the Effective Date.

     (b) Interest and Fees. From and after the Effective Date, all interest and all Revolving Commitment Fees and Letter of Credit Fees accrued under Section 2.16 of the Loan Agreement for the billing period in which the Effective Date falls shall be paid to the Agent as provided in the Loan Agreement, and distributed by the Agent (i) with respect to amounts accrued before the Effective Date, to the Banks (other than the New Banks) and (ii) with respect to amounts accrued on or after the Effective Date, to the New Banks and the other Banks in accordance with the terms of the Loan Agreement.

     (c) Copies of Loan Documents. The Agent represents and warrants to the New Banks that the copies of the Loan Documents and the related agreements, certificates, and opinion letters previously delivered to the New Banks are true and correct copies of the Loan Documents and related agreements, certificates, and opinion letters executed by and/or delivered in connection with the closing of the credit facilities contemplated by the Loan Agreement, other than the Fee Letter.

     (d) No Representation or Warranty by Banks. The New Banks agree and acknowledge that no Bank nor the Agent nor the Syndication Agent (i) makes any representation or warranty and assumes no responsibility with respect to any statements,

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warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any other instrument or document furnished pursuant thereto or (ii) makes any representation or warranty and assume any responsibility with respect to the financial condition of the Borrowers, or the performance or observance by the Borrowers or any other Person of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

     (e) No Reliance By New Banks. Each of the New Banks (i) confirms to each other New Bank, each other Bank, the Agent and the Syndication Agent that it has received a copy of the Loan Documents together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (ii) acknowledges that it has, independently and without reliance upon the Agent, the Syndication Agent or any other Bank or New Bank and instead in reliance upon its own review of such documents and information as the New Bank deems appropriate, made its own credit analysis and decision to enter into this Amendment and the Loan Documents and agrees that it will, independently and without reliance upon the Agent, the Syndication Agent or any other Bank or New Bank, and based on such documents and information as each New Bank shall deem appropriate at the time, continue to make its own credit decision in taking or not taking action under the Loan Documents.

      3. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

     (a) The following definitions of “Acquisition”, “Acquisition Documents”, “Asset Purchase Agreement”, “CVG Acquisition LLC”, “CVG Management Corporation” “Related Agreements” and “Sellers” are added to Section 1.1 of the Loan Agreement is appropriate alphabetical order:

        “Acquisition”: The acquisition by CVG Acquisition LLC of certain of the assets of Sellers under the terms of the Asset Purchase Agreement.

        “Acquisition Documents”: All documents executed and delivered by CVG Acquisition LLC, the Company and the Sellers in connection with the Acquisition, including, without limitation the Asset Purchase Agreement.

        “Asset Purchase Agreement”: That certain Agreement of Purchase and Sale dated as of February 7, 2005 among CVG Acquisition LLC, the Company and the Sellers.

        “CVG Acquisition LLC”: CVG Acquisition LLC, a Delaware limited liability company, a Subsidiary of the Company.

        “CVG Management Corporation”: CVG Management Corporation, a Delaware corporation, a Subsidiary of the Company.

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        “Related Agreements”: All agreements executed and delivered in connection with the Merger.

        “Sellers”: Collectively, Mayflower Vehicle Systems, Inc., a Delaware corporation, Mayflower Vehicle Systems Michigan, Inc., a Nevada corporation, Wayne Stamping and Assembly LLC, an Ohio limited liability company, and Wayne Orrville Investments LLC, an Ohio limited liability company.

        The last sentence of the definition of EBITDA in Section 1.1 of the Loan Agreement is amended in its entirety to read as follows:

        For the three fiscal quarters ending on the following dates, EBITDA shall be deemed to be the respective amounts indicated: June 30, 2004 $16,821,000; September 30, 2004 $20,547,000; and December 31, 2004 $21,087,000.

        The definitions of “Term Loan Termination Date” and “Termination Date” in Section 1.1 of the Loan agreement are amended in their entireties to read as follows:

“Term Loan Termination Date”: The earlier of (a) December 31, 2010 and (b) the date on which all the Obligations become immediately due and payable pursuant to Section 7.2 hereof.

“Termination Date”: The earliest of (a) January 31, 2010, (b) the date on which the Revolving Commitments are terminated pursuant to Section 7.2 hereof or (c) the date on which the Revolving Commitment Amounts are reduced to zero pursuant to Section 2.13 hereof.

        The following definitions in Section 1.1 of the Loan Agreement are amended to correct the cross-references to other sections of the Loan Agreement, as indicated:

“Holding Account” by amending the reference to Section 2.7(b) to read Section 2.8.

“Letter of Credit Fee” by amending the reference to Section 2.15(c) to read Section 2.16(c).

“Other Taxes” by amending the reference to Section 2.26(b) to read Section 2.27(b).

“Replaced Bank” and “Replacement Bank” by amending the reference in each to Section 2.25 to read Section 2.26.

“Revolving Commitment Amount” by amending the reference to Section 2.13 to read Section 2.14.

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“Revolving Commitment Fees” by amending the reference to Section 2.15 to read Section 2.16.

“Subsidiary Borrowers” by amending the reference to Section 2.2 to read Section 3.3.

“Swingline Commitment” and “Swingline Loan” by amending the reference in each to Section 2.1(c) to read Section 2.1(d).

“Taxes” by amending the reference to Section 2.26(a) to read Section 2.27(a).

“Termination Date” by amending the reference to Section 2.13 to read Section 2.14.

        (b) The third sentence of Section 2.2(c) is amended in its entirety to read as follows:

        Such notice of borrowing shall specify (i) the date of the requested Term Loan (Foreign Currency) and (ii) the duration of the initial Interest Period applicable thereto.

        (c) Sections 2.7 (b) and (c) of the Loan Agreement are hereby amended in their entireties to read as follows:

              2.7 (b) The unpaid principal balance of the Term Loans shall be payable on the last day of each calendar quarter as follows:

from March 31, 2005 through December 31, 2005	$	3,530,207.75
from March 31, 2006 through December 31, 2006	$	4,213,473.75
from March 31, 2007 through December 31, 2007	$	5,010,617.50
from March 31, 2008 through December 31, 2008	$	5,921,638.75
from March 31, 2009 through December 31, 2009	$	6,832,660.25

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from March 31, 2010 through September 30, 2010	$	7,515,926.25
and on the Term Loan Termination Date	All unpaid principal plus accrued and unpaid interest

        2.7 (c) The unpaid principal balance of the Term Loans (Foreign Currency) shall be payable on the last Eurocurrency Business Day of each calendar quarter as follows:

from March 31, 2005 through December 31, 2005	£183,429.38
from March 31, 2006 through December 31, 2006	£218,931.84
from March 31, 2007 through December 31, 2007	£260,351.39
from March 31, 2008 through December 31, 2008	£307,688.00
from March 31, 2009 through December 31, 2009	£355,024.62
from March 31, 2010 through September 30, 2010	£390,527.08
and on the Term Loan Termination Date	All unpaid principal plus accrued and unpaid interest

        (d) Section 2.19 of the Loan Agreement is amended by adding the following at the end thereof:

        The proceeds of the increased amount of the Term Loan as added by the Second Amendment to this Agreement and Revolving Loans made on the effective date of the Second Amendment to this Agreement shall be used to finance the Acquisition and to pay expenses and costs related to the Acquisition.

        (e) Section 4.1(a) is amended by adding the following language at the end thereof before the semi-colon “except as otherwise allowed in Section 5.4(a)”.

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        (f) Section 4.18 of the Loan Agreement is amended by inserting after the clause “subsection 6.4(k)” the clause “or subsection 6.4(v)” and by deleting therefrom the clause “Section 4.12” and inserting in its place the clause “Section 5.12”.

        (g) Section 5.9 of the Loan Agreement is amended to add the following at the end thereof before the period:

        ; provided, further, that CVG Acquisition LLC shall additionally permit the representatives or independent contractors of the Agent to conduct a collateral audit of CVG Acquisition LLC’s Property at the Borrower’s expense by March 31, 2005.

        (h) Section 5.10 of the Loan Agreement is amended in its entirety to read as follows:

      Section 5.10 Use of Proceeds. The Borrowers shall use the proceeds of the Loans solely as follows: (a) to refinance certain Indebtedness, (b) to pay costs and expenses of the Related Transaction and costs and expenses required to be paid pursuant to Section 3.1(f), (c) to finance the Acquisition and to pay costs and expenses related thereto and (d) for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of this Agreement.

        (i) Section 5.12(c) of the Loan Agreement is amended by deleting therefrom the date “December 31, 2004” and inserting in its place the date “March 31, 2005”.

        (j) Section 6.1(a) of the Loan Agreement is amended by deleting therefrom the clause “on the Closing Date and”.

        (k) Section 6.1 of the Loan Agreement is amended by (i) deleting the “and” at the end of clause (u) thereof, (ii) deleting the period at the end of clause (v) thereof and adding “; and” to the end of such clause, and (iii) adding the following clause (w) at the end of such Section 6.1:

               (w) Liens with respect to Property consigned to or from third parties.

        (l) Section 6.2(b) of the Loan Agreement is amended by deleting therefrom the clause “Section 2.7” and inserting in its place the clause “Section 2.8”.

        (m) Section 6.4 of the Loan Agreement is amended by (i) deleting the word “Acquisitions” in subclause (ii) thereof and inserting in its place the word “acquisitions”, and (ii) adding at the end of Section 6.4 the following new subsection 6.4 (y):

               (y) the Acquisition.

        (n) Section 6.4(m) of the Loan Agreement is amended by deleting therefrom the clause “existing on the Closing Date and” and Sections 6.4(k) and 6.4 (v) of the Loan Agreement are amended by deleting from each “Section 5.12” and inserting in its place “Section 5.15”.

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        (o) Section 6.5(c) of the Loan Agreement is amended by deleting therefrom the clause “existing on the Closing Date and”.

        (p) Section 6.6(c) of the Loan Agreement is amended by deleting therefrom the clause “entered into on or prior to the Closing Date and”.

        (q) Section 6.9 (b) of the Loan Agreement is amended by deleting therefrom “Section 5.13” and inserting in its place “Section 5.12(c), and Section 6.9(c) of the Loan Agreement is amended by deleting therefrom the clause “existing as of the Closing Date and”.

        (r) Section 6.9(g) of the Loan Agreement is amended by deleting therefrom the clause “Acquisitions permitted hereunder” and inserting in its place the clause “Permitted Acquisitions (including the Acquisition)”.

        (s) Section 6.10(e) of the Loan Agreement is amended by deleting therefrom the clause “described in Section 6.10”.

        (t) Section 6.13 of the Loan Agreement is amended to read in its entirety as follows:

Section 6.13 Change in Structure. Except (i) as expressly permitted under Section 5.4(a) and 6.3, (ii) for the UK Restructuring Transaction so long as (x) no Event of Default is continuing, (y) the Borrower’s Agent has given the Agent not less than 10 days’ written notice prior to the consummation thereof and (z) the Borrower’s Representative has delivered to the Agen any documents requested by the Agent of the type specified in Section 5.15, the Borrowers shall not and shall not permit any of their Subsidiaries to, make any material changes in their equity capital structure (including in the terms of its outstanding stock), or amend any of their Organization Documents in any material respect or in any respect adverse to the Agent or Banks in their capacity as such, except that National Seating Company (currently a Subsidiary of Bostrom International, Ltd.) may become a Subsidiary owned directly by the Company and (iii) the consummation of a reverse stock split with respect to the Subsidiaries of the Company.

        (u) Section 6.15(a) of the Loan Agreement is amended by adding after the phrase “Related Agreement” the phrase “or Acquisition Document” each time it appears.

        (v) Section 6.18 of the Loan Agreement is amended in its entirety to read as follows:

Section 6.18 Capital Expenditures. The Borrowers and their Subsidiaries shall not make Capital Expenditures for any fiscal year in an aggregate amount in excess of $20,000,000.

        (w) Section 6.19 of the Loan Agreement is amended in its entirety 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:

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Fiscal Quarters	Maximum Total
Ending	Leverage Ratio
March 31, 2005 through September 30, 2005		3.00 to 1.00
December 31, 2005 through September 30, 2006		2.75 to 1.00
December 31, 2006 and each fiscal quarter thereafter		2.50 to 1.00

        (x) Section 6.20 of the Loan Agreement is amended in its entirety to read as follows:

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

        (a) measured on a year to date basis at the end of each fiscal quarter commencing March 31, 2005 through September 30, 2005, to be less than 1.30 to 1.00; and

        (b) for the twelve months then ended measured at the end of each fiscal quarter commencing December 31, 2005, to be less than 1.30 to 1.00.

        (y) Section 6.21 of the Loan Agreement is amended in its entirety to read as follows:

        Section 6.21 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio:

        (a) measured on a year to date basis at the end of each fiscal quarter commencing March 31, 2005 through September 30, 2005, to be less than 2.50 to 1.00; and

        (b) for the twelve months then ended measured at the end of each fiscal quarter commencing December 31, 2005, to be less than 2.50 to 1.00.

        (z) Section 7.2 of the Loan Agreement is amended by deleting therefrom the clause “or 7.1(m)(iv)” and inserting in its place the clause “or 7.1(h)(iv)”.

        (aa) Section 7.4 of the Loan Agreement is amended to read in its entirety as follows:

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        Section 7.4 Cash Collateral for Letters of Credit. If an Event of Default has occurred and is continuing or this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason, then the Agent, at the request of the Required Banks, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2 hereof or upon payment in full of the Term Loans and the Term Loans (Foreign Currency)), and the Borrower shall thereupon deliver to the Agent, to be held for the benefit of the Agent and the Banks entitled thereto, an amount of cash equal to 105% of the face amount of outstanding Letters of Credit as additional collateral security for the Borrowers’ Obligations in respect of any outstanding Letters of Credit. The Agent may at any time upon notice to the applicable Letter of Credit Bank apply any or all of such cash and cash collateral to the payment of any Unpaid Drawings. Pending such application, the Agent shall deposit the same in the Holding Account for application as provided in this Agreement.

        (bb) Section 8.6(b) of the Loan Agreement is amended by deleting therefrom the clause “paragraph (b) below” and inserting in its place the clause “paragraph (c) below”.

        (cc) Each of Schedules 1.1(b), 4.2, 4.7, 4.10, 4.12, 4.17, 6.01, 6.4, 6.5 and 6.6 to the Loan Agreement are hereby replaced in their entireties with Schedules 1.1(b), 4.2, 4.7, 4.10, 4.17, 6.01, 6.4, 6.5 and 6.6 that are attached to this Second Amendment and Exhibit 5.2(a) to the Loan Agreement is hereby replaced in its entirety with Exhibit 5.2(a) to this Second Amendment.

      4. Replaced Notes. Upon the Effective Date, the Agent, the Syndication Agent and the Banks shall mark their existing Revolving Notes, Term Notes and Term Notes (Foreign Currency) (but not the Swingline Note) “cancelled” and return them to the Company on request.

      5. Amendments to Security Agreement. The Security Agreement is hereby amended as follows:

        (a) To add each of CVG Acquisition LLC and CVG Management Corporation thereto as a Grantor. By its signature on this Amendment CVG Acquisition LLC hereby grants to the Secured Parties a security interest in the Collateral defined in the Security Agreement and hereby becomes a party to the Security Agreement as a Grantor, the same as if CVG Acquisition LLC originally signed the Security Agreement and CVG Acquisition LLC hereby affirms all representations, warranties and all other provisions of the Security Agreement, including, without limitation, the security interest granted thereunder. By its signature on this Amendment CVG Management Corporation hereby grants to the Secured Parties a security interest in the Collateral defined in the Security Agreement and hereby becomes a party to the Security Agreement as a Grantor, the same as if CVG Management Corporation originally signed the Security Agreement and CVG Management Corporation hereby affirms all representations, warranties and all other provisions of the Security Agreement, including, without limitation, the security interest granted thereunder.

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        (b) To add a pledge by the Company of the Equity Interest of CVG Acquisition LLC, CVG Logistics, LLC and CVG Management Corporation. By its signature on this Amendment the Company hereby pledges to the Secured Parties the issued and outstanding Equity Interest of CVG Acquisition LLC, CVG Logistics, LLC and CVG Management Corporation and Schedule 1 to the Security Agreement is amended to add the following thereto:

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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 Acquisition LLC	Membership	Not certificated		1 Member	1 Member	Not applicable
Commercial Vehicle Group, Inc.	CVG Logistics, LLC	Membership	Not certificated		1 Member	1 Member	Not applicable
Commercial Vehicle Group, Inc.	CVG Management Corporation	Shares			100 Shares	100 Shares	$	.01
Commercial Vehicle Group, Inc.	National Seating Company	shares		488, 487, 37, 38	1705,838.803 Shares		$	.01

        (c) Section 2(m) of the Security Agreement is amended deleting the word “or” after subclause (iii), and by adding the word “or” after the end of subclause (iv) and adding the following immediately thereafter:

     “(v) any Equity Interests held by a Grantor in a Foreign Subsidiary in excess of 65% of such entity’s outstanding Equity Interests”.

        (d) Section 6 of the Security Agreement is amended by deleting from the fifth line thereof the number “3” and inserting in its place the number “5”.

        (e) Section 9 of the Security Agreement is amended by adding the following language after “Loan Documents” in the eighth line thereof: “and Collateral acquired in connection with the Acquisition which is consigned to third parties and as consigned in the future”.

        (f) Section 11(a) is amended by adding the following language at the beginning of subclause (v): “use commercially reasonable efforts to” and by adding the following language after the word “Equipment” in the last line thereof “with a value in excess of $50,000”.

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      6. Conditions to Effectiveness of this Amendment. This Amendment shall be effective as of February 7, 2005 (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 New Banks (when used hereinafter the term “Banks” shall include the New Banks), and the following conditions are satisfied:

        (a) Before and 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 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) No Material Adverse Effect shall have occurred since August 10, 2004.

        (d) No revisions shall have been made to the articles of incorporation or bylaws of any of the Borrowers since August 10, 2004 (except CVG Acquisition LLC, CVG Logistics, LLC, CVG Management Corporation, and except for those made in conjunction with the merger of Trim Systems L.L.C. and Tempress, Inc. with and into Trim Systems Operating Corp.).

        (e) The Agent shall have received the following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:

               (i) new Revolving Notes, Term Notes and Term Notes (Foreign Currency) payable to each Bank (the “New Notes”) duly executed by the Borrowers;

               (ii) a secretary’s or assistant secretary’s certificate from the Company and each Subsidiary Borrower certifying resolutions of the board of directors, managers or member of each such Borrower authorizing the increased borrowings under this Amendment, the execution, delivery and performance of this Amendment and all documents contemplated hereunder, and certifying the designation of Authorized Officers to execute the Credit Agreement, Loan Documents and amendments thereto;

               (iii) true, correct and complete copies of the Acquisition Documents, including, without limitation, copies of deeds in recordable form covering any real property acquired by CVG Acquisition LLC in the Acquisition and owners title insurance policies or commitments covering the same, Phase 1 Environmental Reports covering such real property, and surveys and appraisals of such real property in form and substance reasonably satisfactory to the Agent;

               (iv) an opinion of counsel to the Borrowers, CVG Acquisition LLC and CVG Management Corporation covering such matters as reasonably requested by the Agent and in form and substance reasonably satisfactory to the Agent;

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               (v) an Assumption Letter in the required form duly executed by CVG Acquisition LLC and an Assumption Letter in the required form duly executed by CVG Management Corporation;

               (vi) ACORD 27 and ACORD 25 certificates of insurance with respect to each of the businesses and real properties of CVG Acquisition LLC in such amounts and with such carriers as shall be reasonably acceptable to the Agent;

               (vii) Evidence that the Company’s EBITDA for the 12 months prior to the Effective Date was not less than $65,000,000;

               (viii) evidence that the Total Leverage Ratio as of the Effective Date is not more than 2.75;

               (ix) such other documents, instruments and approvals as the Agent may reasonably request, including, without limitation, certified copies of the Articles of Organization of CVG Acquisition LLC, a copy of CVG Acquisition LLC’s bylaws or operating agreement, if any, certified by the Secretary or Assistant Secretary of CVG Acquisition LLC, certificate of good standing for CVG Acquisition LLC, secretary’s certificate regarding incumbency of officers of CVG Acquisition LLC and authorization resolutions for CVG Acquisition LLC to execute and deliver the Acquisition Documents, the Assumption Letter and this Amendment and certified copies of the Articles of Incorporation of CVG Management Corporation, its bylaws and any other governance documents of CVG Management Corporation, if any, certified by the Secretary or Assistant Secretary of CVG Management Corporation and a certificate of good standing from CVG Management Corporation’s state of incorporation and a secretary’s certificate regarding incumbency of officers of CVG Management Corporation and authorization resolutions for CVG Management Corporation for its execution delivery of this Amendment and the Assumption Letter; and

               (x) an Aircraft Security Agreement in form and substance reasonably satisfactory to the Agent covering that certain aircraft acquired by the Company through a new Subsidiary of the Company known as CVG Logistics, LLC (“Logistics”) duly executed by Logistics, together with certified copies of the Articles of Organization and any governance documents of Logistics and a certificate of the member of Logistics authorizing execution and delivery of the Aircraft Security Agreement.

        (f) The following events shall have occurred or shall occur substantially simultaneously with the execution and delivery of this Amendment:

               (i) the Acquisition shall have been consummated;

               (ii) after giving effect to the funding provided on the Effective Date and payment of all costs and expenses of the Acquisition, there shall be a minimum availability under the Borrowing Base of $15,000,000.

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      7. Covenant Regarding Collateral. The Company and CVG Acquisition LLC covenant that (a) they shall supply the Agent not later than March 16, 2005: the mortgages (or deeds of trust), lenders’ title insurance commitments and Phase I environmental reports with appropriate reliance letters, copies of leases, if any, covering the real property known as the Kings Mountain Site, the Norwalk Site and the Shadyside Site (each as defined in the Asset Purchase Agreement) acquired in the Acquisition, as well as agreed forms of security agreements with respect to patents, trademarks and copyrights that have been reasonably requested by the Agent prior to the date of this Amendment and, as applicable, as acquired in the Acquisition; and (b) they shall use their commercially reasonable efforts (i) to obtain by such date any landlord waivers regarding leased premises at which Equipment and/or Inventory of a value in excess of $50,000 is located, and (ii) to complete and file by such date the security agreements based upon the forms agreed upon as described in clause (a) above with respect to patents, trademarks and copyrights, that have been requested by the Agent prior to the date of this Amendment. Failure by the Borrowers to comply in all material respects with this covenant shall constitute an Event of Default under the Loan Agreement.

      8. Waivers. Pursuant to the provisions of Section 5.3 of the Loan Agreement the Company is required to give notice to the Agent and each Bank of the occurrence of the events set out in such Section 5.3 within 5 days after a Responsible Officer becomes aware thereof. The Company has informed the Agent and the Banks that it failed to give notice to the Agent and the Banks within 5 days after the Company formed the following wholly owned Subsidiaries (or Subsidiaries owned by wholly owned Subsidiaries): CVG Logistics, LLC (formed October 28, 2004), CVG Acquisition LLC (formed November 18, 2004), CVG Management Corporation (formed December 13, 2004) and CVG Vehicle Component (Shanghai) Co. Ltd. (formed August 26,2004). The Company also acquired the outstanding capital stock of National Seating Company from Bostrom Limited and failed to give the Agent and each Bank notice thereof pursuant to Section 5.3. The Company also failed to put in place the interest rate protection agreements required in Section 5.12(c) of the Loan Agreement by December 31, 2004. In addition, Commercial Vehicle Systems, Inc., a Subsidiary Borrower, sold a parcel of real estate located at 1140 N.W. 3^rd Ave., Canby, Oregon in violation of Section 6.2 of the Loan Agreement. The failure to give the notices regarding formation of the Subsidiaries listed above pursuant to Section 5.3 of the Loan Agreement, the transfer or acquisition of the shares of National Seating Company without notice under Section 5.3 of the Loan Agreement, the failure to put in place the interest rate protection agreements required under Section 5.12(c) and the sale of the real estate located in Canby, Oregon in violation of Section 6.2 of the Loan Agreement are each Events of Default under Section 7.1(c) of the Loan Agreement. The failure to deliver the stock certificates for the newly formed subsidiaries and the reissued certificates for National Seating Company within the time required under Section 6 of the Security Agreement are each Defaults or Events of Default under Section 7.1(d) of the Loan Agreement. All the Defaults and Events of Default described in the forgoing provisions of this Section 8 are the “Existing Defaults”. The Agent and the Banks hereby waive the Existing Defaults. This waiver is limited to the express terms hereof and shall not extend to any other Default, Event of Default or period. 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 Default, Event of Default or request for a waiver and the Borrowers hereby waive any such claim.

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      9. 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 the New Notes are within their corporate powers and have been duly authorized by all necessary corporate action; (ii) this Amendment and the New Notes have 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) no Events of Default or Default exist and are continuing that have not been waived in writing in this Amendment.

      10. 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 the New Notes and any other document required to be furnished herewith, 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 New Notes, 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) 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.

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        (e) This Amendment and the New Notes 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.

[remainder of 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

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

[Signature Page to Second Amendment to Loan Agreement]

S-1

CVS HOLDINGS, INC.
By	/s/ CHAD M. UTRUP
Title	CFO
TRIM SYSTEMS, INC.
By	/s/ CHAD M. UTRUP
Title	CFO
CVG ACQUISITION LLC
By	/s/ CHAD M. UTRUP
Title	CFO
CVG MANAGEMENT CORPORATION
By	/s/ CHAD M. UTRUP
Title	CFO

[Signature Page to Second Amendment to Loan Agreement]

S-2

FOREIGN CURRENCY BORROWERS:
COMMERCIAL VEHICLE SYSTEMS LIMITED
By	/s/ CHAD M. UTRUP
Title	CFO

[Signature Page to Second Amendment to Loan Agreement]

S-3

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 to Second Amendment to Loan Agreement]

S-4

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

[Signature Page to Second Amendment to Loan Agreement]

S-5

COMERICA BANK
By	/s/ MATTHEW T. BREIGHT
Title	Vice President
Address:
Comerica Tower
500 Woodward Avenue
Detroit, Michigan 48226
Fax: 313-222-3389
Attention: Matthew T. Breight

[Signature Page to Second Amendment to Loan Agreement]

S-6

ASSOCIATED BANK, N.A.
By	/s/ DANIEL HOLZHAUER
Title	AVP
Address:
401 E. Kilbourn Avenue
Suite 400
Milwaukee, WI 53202
Fax: 414-283-2300
Attention: Daniel Holzhauer
E-mail: Daniel.holzhauer@associatedbank.com

[Signature Page to Second Amendment to Loan Agreement]

S-7

CITIZENS BANK OF PENNSYLVANIA
By	/s/ JOHN J. LIGDAY, JR.
Title	Vice President
Address:
525 William Penn Place
Room 2910
Pittsburgh, PA 15219-1729
Fax: 412-552-6307
Attention: John J. Ligday Jr.
E-mail: john.ligday@citzensbank.com

[Signature Page to Second Amendment to Loan Agreement]

S-8

NATIONAL CITY BANK OF THE MIDWEST
By	/s/ OLIVER J. GLENN
Title	Vice President
Address:
1001 S. Worth; Locator R-J40-4D
Birmingham, Michigan 48009
Fax: 248-901-2097
Attention: Oliver Glenn
E-mail: oliver.glenn@nationalcity.com

[Signature Page to Second Amendment to Loan Agreement]

S-9

SUNTRUST BANK
By	/s/ WILLIAM G. 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 to Second Amendment to Loan Agreement]

S-10

PNC BANK, NATIONAL ASSOCIATION
By	/s/ JEFFREY L. STEIN
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 to Second Amendment to Loan Agreement]

S-11

KEYBANK NATIONAL ASSOCIATION
By	/s/ ROGER D. CAMPBELL
Title	Senior Vice President
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 to Second Amendment to Loan Agreement]

S-12

LASALLE BANK NATIONAL ASSOCIATION
By	/s/ CYNTHIA A. GRAY
Title	Senior Vice President
Address:
135 S. LaSalle Street
Chicago, IL 60603
Fax: 513-929-0923
Attention: Cynthia A. Gray
e-mail: Cynthia.gray@abnamro.com

[Signature Page to Second Amendment to Loan Agreement]

S-13

CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Island Branch
By	/s/ THOMAS S. HALL
Title	Vice President
By	/s/ DOREEN BARR
Title	Associate
Address:
Eleven Madison Avenue
New York, New York 10010
Fax: 212-538-6851
Attention: Edward Markowski
e-mail: Edward.markowski@csfb.com

[Signature Page to Second Amendment to Loan Agreement]

S-14

SCHEDULE 1.1(B) TO
SECOND AMENDMENT TO
REVOLVING CREDIT AND
TERM LOAN AGREEMENT

Schedule 1.1(b)
to Revolving Credit and
Term Loan Agreement

COMMITMENT AMOUNTS

					Term Loan
			Term Loan		Commitment
	Revolving		Commitment		Amount (Foreign
Bank	Commitment Amount		Amount		Currency)
U.S. Bank National Association	$	11,931,818.18	$	21,015,606.46	£	1,091,969.65
Comerica Bank	$	8,522,727.27	$	15,011,147.47	£	779,978.32
National City Bank of the Midwest	$	8,522,727.27	$	15,011,147.47	£	779,978.32
Sun Trust Bank	$	8,522,727.27	$	15,011,147.47	£	779,978.32
LaSalle Bank National Association	$	8,522,727.27	$	15,011,147.47	£	779,978.32
Citizens Bank of Pennsylvania	$	6,818,181.82	$	12,008,917.98	£	623,982.66
PNC Bank, National Association	$	6,818,181.82	$	12,008,917.98	£	623,982.66
KeyBank National Association	$	6,818,181.82	$	12,008,917.98	£	623,982.66
Associated Bank, N.A.	$	5,113,636.36	$	9,006,688,48	£	467,986.99
Credit Suisse First Boston	$	3,409,090.91	$	6,004,458.99	£	311,991.33

Ex A-1

EX-10.23

EXHIBIT 10.23

Commercial Vehicle Group, Inc.

6530 West Campus Way

New Albany, Ohio 43054

December __, 2004

«Legal_Name»

_______________________

_______________________

_______________________

     Re: Commercial Vehicle Group, Inc. Grant of Non-Qualified Stock Option

Dear «Name»:

     Commercial Vehicle Group, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Equity Incentive Plan (the “Plan”), the Compensation Committee of the Company’s Board of Directors has granted to you an option (the “Option”) to acquire shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), as set forth below (the “Option Shares”), subject to the terms and conditions set forth herein and in the Plan:

Number of Option Shares	«Shares»
Date of Grant	October 20, 2004
Exercise Price per Option Share	$	15.84
Vesting Dates of Option Shares	October 20, 2005
	October 20, 2006
	October 20, 2007
Expiration Date of All Option Shares	October 20, 2014

     The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986.

     The Option is intended to conform in all respects with and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Certain capitalized terms used herein are defined in the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.

     1. Option.

     (a) Term. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to you (or such other persons as permitted by paragraph 5) an Option to purchase the Option Shares at the exercise price per Option Share set forth above in the

introductory paragraph of this letter (the “Exercise Price”), payable upon exercise as set forth in paragraph 1(b) below. The Option shall expire at the close of business on the date set forth above in the introductory paragraph of this letter (the “Expiration Date”), which is the tenth anniversary of the date of grant set forth above in the introductory paragraph of this letter (the “Grant Date”), subject to earlier expiration as provided in paragraph 2(c) below should you cease to be an employee, officer or director of the Company or a Subsidiary. The Exercise Price and the number and kind of shares of Common Stock or other property for which the Option may be exercised shall be subject to adjustment as provided in paragraph 6 below.

     (b) Payment of Option Price. Subject to paragraph 2 below, the Option may be exercised in whole or in part upon payment of an amount (the “Option Price”) equal to the product of (i) the Exercise Price and (ii) the number of Option Shares to be acquired. Payment of the Option Price shall be made by one or more of the following means:

     (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds);

     (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the Option Price;

     (iii) by simultaneous sale through a broker reasonably acceptable to the Committee of Option Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board;

     (iv) by authorizing the Company to withhold from issuance a number of Option Shares issuable upon exercise of the Option which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the Option Price; or

     (v) by any combination of the foregoing.

     2. Exercisability/Vesting and Expiration.

     (a) Normal Vesting. The Option granted hereunder may be exercised only to the extent it has become vested. The Option shall vest and become excercisable (i) with respect to 34% of your Option Shares (rounded to the nearest whole share) on October 20, 2005, (ii) with respect to 33% of your Option Shares (rounded to the nearest whole share) on October 20, 2006 and (iii) with respect to 33% of your Option Shares (rounded to the nearest whole share) on October 20, 2007, as indicated by the Vesting Dates of Option Shares set forth in the introductory paragraph of this letter.

     (b) Normal Expiration. In no event shall any part of the Option be exercisable after the Expiration Date.

     (c) Effect on Vesting and Expiration of Employment Termination. Notwithstanding paragraphs 2(a) and (b) above, the following special vesting and expiration

-2-

rules shall apply if your employment with the Company terminates prior to the Option becoming fully vested and/or prior to the Expiration Date:

     (i) Death or Disability. If you die or become subject to a Disability while an employee, officer or director of the Company or a Subsidiary, then (A) the Option shall become vested and fully exercisable as to all of the Option Shares and (B) the Option shall expire 180 days from the date of your death or Disability, but in no event after the Expiration Date; provided that you do not engage in Competition during such 180-day period unless you receive written consent to do so from the Committee.

     (ii) Retirement. If you cease to be an employee, officer or director of the Company or a Subsidiary upon the occurrence of your Retirement, then (A) any portion of the Option which has not yet vested shall expire and be forfeited immediately upon such Retirement; provided, however, that all of the Option may become fully vested and exercisable in the discretion of the Committee and (B) the portion of the Option that is then vested and exercisable shall expire 90 days from the date of your Retirement, but in no event after the Expiration Date; provided that you do not engage in Competition during such 90-day period unless you receive written consent to do so from the Committee.

     (iii) Discharge for Cause. If you cease to be an employee, officer or director of the Company or a Subsidiary due to Cause, then all of the Option shall expire and be forfeited immediately upon such cessation, whether or not then vested and exercisable.

     (iv) Other Termination. Unless otherwise determined by the Committee, if you cease to be an employee, officer or director of the Company or a Subsidiary other than by death, Disability, Retirement or discharge for Cause, then (A) any portion of the Option which has not yet vested shall expire and be forfeited immediately upon such termination and (B) the portion of the Option that is then vested and exercisable shall expire 90 days from the date of your termination, but in no event after the Expiration Date; provided that you do not engage in Competition during such 90-day period unless you receive written consent to do so from the Committee.

     (d) Change in Control. If there is a Change in Control and you cease to be an employee, officer or director of the Company or a Subsidiary (1) due to termination by the Company without Cause, (2) by reason of your death, Disability or Retirement, or (3) of your own volition for Good Reason, within twelve months thereafter, then (i) the Option shall become vested and fully exercisable as to all the Option Shares upon such termination, and (ii) the Option shall expire 180 days from the date of your termination, but in no event after the Expiration Date.

     3. Procedure for Exercise. You may exercise all or any portion of the Option, to the extent it has vested and is outstanding, at any time and from time to time prior to the Expiration Date, by delivering written notice to the Company in the form attached hereto as Exhibit A, together with payment of the Option Price in accordance with the provisions of paragraph 1(b) above. The Option may not be exercised for a fraction of an Option Share.

-3-

     4. Withholding of Taxes.

     (a) Participant Election. Unless otherwise determined by the Committee, you may elect to deliver shares of Common Stock (or have the Company withhold Option Shares acquired upon exercise of the Option) to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the exercise of the Option. Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax to be withheld is determined.

     (b) Company Requirement. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of Option Shares under this Agreement.

     5. Transferability of Option. Unless the Committee determines otherwise, you may transfer the Option granted hereunder only by will or the laws of descent and distribution or to any of your Family Members by gift or a qualified domestic relations order as defined by the Code. Unless the context requires otherwise, references herein to you are deemed to include any permitted transferee under this paragraph 5. Unless the Committee determines otherwise, the Option may be exercised only by you; by your Family Member if such person has acquired the Option by gift or qualified domestic relations order; by the executor or administrator of the estate of any of the foregoing or any person to whom the Option is transferred by will or the laws of descent and distribution; or by the guardian or representative of any of the foregoing.

     6. Adjustments. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the Plan, the number and kind of shares covered by the Option and the Exercise Price specified herein.

     7. No Rights as Stockholder. Until the issuance of the Option Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Option Shares shall be issued to you as soon as practicable after the Option is exercised.

     8. Listing, Registration and Legal Compliance. If at any time the Committee or the Board determines, in its discretion, that the listing, registration or qualification of the shares subject to Options upon any securities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the issuance of shares hereunder, no Options may be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee or the Board. You agree to supply the Company with such certificates,

-4-

representations and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval.

     9. Lock-Up Period. You shall not transfer any Option Shares or other securities of the Company during the 7-day period before and the 180-day period after (or such longer period as may be requested in writing by any representative of the underwriters for such offering and agreed to in writing by the Company) (the “Market Standoff Period”) the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

     10. Amendment or Substitution of Option. The terms of the Option may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of the Option); provided that, except as otherwise provided in paragraph 6 above, no such amendment shall adversely affect in a material manner any of your rights under the award without your written consent, and provided further that the Committee shall not reduce the exercise price of the Option without approval of the stockholders of the Company.

* * * * *

-5-

     Please execute this Agreement in the space below and return it in the enclosed return envelope to the Company at its executive offices to confirm your understanding and acceptance of the agreements contained in this Agreement.

Very truly yours,
COMMERCIAL VEHICLE GROUP, INC.
By:
	Name:	Chad M. Utrup
	Title:	Chief Financial Officer

Enclosures:	(1	)	Extra copy of this Agreement (for your records)
	(2	)	Copy of the Plan
	(3	)	Return envelope

     The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of	OPTIONEE
December ___, 2004
	Name: «Legal_Name»

-6-

EXHIBIT A

Form of Letter to be Used to Exercise Nonqualified Stock Option

Date

Commercial Vehicle Group, Inc.
6530 West Campus Way
New Albany, Ohio 43054

Attention: Corporate Secretary

     I wish to exercise the stock option granted on October 20, 2004 and evidenced by a Stock Option Agreement dated as of December ___, 2004, to acquire              shares of Common Stock of Commercial Vehicle Group, Inc., at an option price of $15.84 per share. In accordance with the provisions of paragraph 1 of the Stock Option Agreement, I wish to make payment of the exercise price (please check all that apply):

:o in cash

:o by delivery of shares of Common Stock held by me

:o by simultaneous sale through a broker of Option Shares

:o by authorizing the Company to withhold Option Shares

Please issue a certificate for these shares in the following name:

Name
Address
	Very truly yours,
	Signature
	Typed or Printed Name
	Social Security Number

EX-21.1

                                                                   Exhibit 21.1



                       Entity                                 Jurisdiction
                       ------                                 ------------

1.       Trim Systems, Inc.                                     Delaware

2.       Trim Systems Operating Corp.                           Delaware

3.       CVG International Holdings Limited                     Barbados

4.       CVG (Shanghai), Co. LTD.                                China

5.       CVS Holdings Limited                                United Kingdom

6.       Commercial Vehicle Systems Limited                  United Kingdom

7.       Bostrom Limited                                     United Kingdom

8.       Bostrom Investments Limited                         United Kingdom

9.       KAB Seating LLC                                     United Kingdom

10.      Bostrom International Limited                       United Kingdom

11.      KAB Seating, AB                                         Sweden

12.      KAB Seating, Pty                                      Australia

13.      KAB Seating, S.A.                                      Belgium

14.      National Seating Company                               Delaware

15.      KAB Seating Limited                                 United Kingdom

16.      A. Stokes Pressings Limited                         United Kingdom

17.      Wilton & Co. Pressings Limited                      United Kingdom

18.      Bostrom Specialist Engineering Limited              United Kingdom

19.      Winston Cable Limited                               United Kingdom

20.      JMH Limited                                         United Kingdom

21.      KAB Tooling Limited                                 United Kingdom




22.      Bostrom Europe                                     United Kingdom

23.      The C&P Jig & Tool Limited                         United Kingdom

24.      BB Seating Limited                                 United Kingdom

25.      Palmer & Shelley Limited                           United Kingdom

26.      AJW Holdings Limited                               United Kingdom

27.      KAB Industries Limited                             United Kingdom

28.      Corvus Suspension Products Limited                 United Kingdom

29.      KAB Pressings Limited                              United Kingdom

30.      KAB Components Limited                             United Kingdom

31.      AJ Williams Small Pressings Limited                United Kingdom

32.      Bostrom Vehicle Components Limited                 United Kingdom

33.      Inbark Limited                                     United Kingdom

34.      KAB Engineering Limited                            United Kingdom

35.      CVS Holdings, Inc.                                    Delaware

36.      Commercial Vehicle Systems, Inc.                      Delaware

37.      CVG Management Corp                                   Delaware

38.      CVG Logistics LLC                                     Delaware

39.      Mayflower Vehicle Systems LLC                         Delaware



                                       2

EX-23.1

EXHIBIT 23.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Commercial Vehicle Group, Inc.

     We have audited the consolidated financial statements of Commercial Vehicle Group, Inc. and Subsidiaries (the “Company”) (formerly Bostrom Holding, Inc., a Delaware corporation) as of December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004 and have issued our report thereon dated March 3, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the Company’s method of accounting for goodwill and other intangible assets); such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of Commercial Vehicle Group, Inc. and Subsidiaries included in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
March 11, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Mervin Dunn, certify that:

1.     I have reviewed this annual report on Form 10-K of Commercial Vehicle Group, Inc and Subsidiaries;

2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.     Based on my knowledge, the financial statements, and other information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

       a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

       b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on such evaluation; and

       c)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):

       a)     All significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

       b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 14, 2005

/s/ Mervin Dunn  

Mervin Dunn 

Chief Executive Officer 
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Chad M. Utrup, certify that:

1.     I have reviewed this annual report on Form 10-K of Commercial Vehicle Group, Inc and Subsidiaries;

2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.     Based on my knowledge, the financial statements, and other information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

       a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

       b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on such evaluation; and

       c)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):

       a)     All significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

       b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 14, 2005

/s/ Chad M. Utrup  

Chad M. Utrup 

Chief Financial Officer 
(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Commercial Vehicle Systems, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mervin Dunn, President and Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of the dates and for the periods expressed in the Report.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Mervin Dunn

Mervin Dunn
President and Chief Executive Officer
(Principal Executive Officer)

March 14, 2005

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Commercial Vehicle Group, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chad M. Utrup, Chief Financial Officer (Principal Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of the dates and for the periods expressed in the report.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Chad M. Utrup

Chad M. Utrup
Chief Financial Officer
(Principal Accounting Officer)

March 14, 2005