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PROSPECTUS

	•	The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

	•	The exchange notes will be guaranteed jointly and severally by each of our domestic subsidiaries on a senior basis.
	•	There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.
	•	You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.
	•	Based upon interpretations by the Staff of the SEC, we believe that subject to some exceptions, the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act.
	•	The exchange offer expires at 5:00 p.m., New York City time, on January 4, 2006, unless extended.
	•	The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
	•	The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the Staff of the SEC.
	•	We will not receive any proceeds from the exchange offer.

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		Page
Industry, Market, Ranking and Other Data			ii
Trademarks			ii
Summary			1
Risk Factors			16
Forward-Looking Statements			28
Exchange Offer			29
Use of Proceeds			36
Capitalization			37
Unaudited Pro Forma Consolidated Financial Data			38
Selected Historical Financial Data			42
Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
Industry			60
Business			65
Management			84
Certain Relationships and Related Transactions			95
Principal Stockholders			99
Description of Other Indebtedness			101
Description of the Notes			103
Certain U.S. Federal Income Tax Considerations			148
Plan of Distribution			153
Legal Matters			154
Experts			154
Where You Can Find More Information			154
Index to Consolidated Financial Statements			F-1

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	Because there is no public market for the notes, you may not be able to resell your notes.

	•	the liquidity of any trading market that may develop;
	•	the ability of holders to sell their exchange notes; or
	•	the price at which the holders would be able to sell their exchange notes.

	Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

	If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

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	We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the notes.

	•	make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;
	•	make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
	•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
	•	place us at a competitive disadvantage compared to our competitors that have less debt; and
	•	limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes.

	Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

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	To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

	Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

	The terms of our senior credit facility and the indenture governing the notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

	•	incur liens;
	•	incur or assume additional debt or guarantees or issue preferred stock;
	•	pay dividends, or make redemptions and repurchases, with respect to capital stock;
	•	prepay, or make redemptions and repurchases of, subordinated debt;

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	•	make loans and investments;
	•	make capital expenditures;
	•	engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;
	•	change the business conducted by us or our subsidiaries; and
	•	amend the terms of subordinated debt.

	The notes are not secured by our assets and the lenders under our senior credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

	Not all of our subsidiaries are subsidiary guarantors.

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	We may not be able to repurchase the notes upon a change of control.

	Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the guarantors.

	•	the guarantor was insolvent, or rendered insolvent, by reason of such incurrence;
	•	the guarantor was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	the guarantor intended to incur, or believed that the guarantor would incur, debts beyond such guarantor’s ability to pay such debts as they mature.

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	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets; or
	•	if the present fair saleable value of its assets were less than the amount that would be required to pay the probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it cannot pay its debts as they become due.

	Volatility and cyclicality in the commercial vehicle market could adversely affect us.

	Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our sales.

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	Our profitability would be adversely affected if the actual production volumes for our customers’ vehicles is significantly lower than we anticipated.

	Commercial vehicle OEMs have historically had significant leverage over their outside suppliers.

	Integrating our operations with the Mayflower, MWC and CPI operations may prove to be disruptive and could result in the combined businesses failing to meet our expectations.

	We may be unable to successfully implement our business strategy.

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	If we are unable to obtain raw materials at favorable prices, it could adversely impact our results of operations and financial condition.

	Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in the loss of customers, which would have an adverse effect on our sales and operating results.

	Currency exchange rate fluctuations could have an adverse effect on our sales and financial results.

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	We may be unable to complete additional strategic acquisitions or we may encounter unforeseen difficulties in integrating acquisitions.

	We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources.

	We may be adversely impacted by work stoppages and other labor matters.

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	Our products may be rendered less attractive by changes in competitive technologies.

	Our continued success depends to some degree on our ability to protect our intellectual property.

	We depend on the service of key individuals, the loss of whom could materially harm our business.

	We may be adversely affected by the impact of environmental and safety regulations.

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	We may be adversely affected by the impact of government regulations on our OEM customers.

	We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002.

	Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

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	The reliability of market and industry data included in this prospectus may be uncertain.

	We are subject to certain risks associated with our foreign operations.

	•	the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
	•	foreign customers, who may have longer payment cycles than customers in the United States;
	•	tax rates in certain foreign countries, which 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;
	•	intellectual property protection difficulties;
	•	general economic and political conditions in countries where we operate, which may have an adverse effect on our 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, which may conflict with United States law.

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	•	within 90 days after the issue date of the outstanding notes, file a registration statement with the SEC with respect to the offer to exchange the outstanding notes for new notes having terms substantially identical in all material respects to the outstanding notes except that they will not contain terms with respect to transfer restrictions;
	•	use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 180 days after the issue date of the outstanding notes;
	•	as soon as practicable after the effectiveness of the registration statement, offer the exchange notes in exchange for surrender of the outstanding notes;
	•	keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the outstanding notes; and
	•	file a shelf registration statement for the resale of the outstanding notes if we cannot effect an exchange offer within the time periods listed above and in other circumstances.

	•	we do not file the registration statement with the SEC on or prior to the 90th day after the issue date of the outstanding notes;
	•	the registration statement is not declared effective by the SEC on or prior to the 180th day after the issue date of the outstanding notes or, if obligated to file a shelf registration statement, a shelf registration statement is not declared effective by the SEC on or prior to the 180th day after the issue date of the outstanding notes;
	•	the exchange offer is not consummated on or before the 40th day after the registration statement is declared effective;
	•	if obligated to file a shelf registration statement, the shelf registration statement is not declared effective on or prior to the 60th day after its filing; and
	•	after the registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions).

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	•	the exchange notes bear a Series B designation and a different CUSIP Number from the outstanding notes;
	•	the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and
	•	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

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	(A) the tender is made through a member firm of the Medallion System;
	(B) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and
	(C) the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

	(1) specify the name of the person having deposited the outstanding notes to be withdrawn;
	(2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;
	(3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and
	(4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

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	(1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we, in our sole judgment, believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or
	(2) any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we, in our sole judgment, believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or
	(3) any governmental approval has not been obtained, which approval we, in our sold judgment, believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

By Overnight Courier or Registered/Certified Mail:		Facsimile Transmission: (651) 495-8158
U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue St. Paul, MN 55107 Attention: Specialized Finance Department		For information or to confirm receipt of facsimile by telephone (call toll-free): (800) 934-6802

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	(1) to us upon redemption thereof or otherwise;
	(2) so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;
	(3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or
	(4) pursuant to an effective registration statement under the Securities Act,

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					As of
					September 30,
					2005
					(In thousands)
Cash and cash equivalents					$	25,250
Long-term debt (including current maturities):
	Senior credit facility:(1)
		Revolving credit facility			$	2,644
		Term loans				38,956
	Outstanding notes					150,000
		Total long-term debt				191,600
Stockholders’ equity:
	Preferred stock, $.01 par value per share; 5,000,000 shares authorized; no shares issued and outstanding					—
	Common stock, $.01 par value per share; 30,000,000 shares authorized; 20,946,490 shares issued and outstanding					209
	Additional paid-in capital					168,565
	Retained earnings					21,515
	Stock subscriptions receivable					(49	)
	Accumulated other comprehensive loss					(901	)
		Total stockholders’ equity				189,339
			Total capitalization		$	380,939

(1)	We used the net proceeds from the offering of the outstanding notes to repay approximately $145.9 million in aggregate principal amount of borrowings under our senior credit facility. We used the net proceeds from the equity offering to repay approximately $44.9 million in aggregate principal amount of borrowings under our senior credit facility.

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	•	the Mayflower acquisition;
	•	the MWC acquisition;
	•	the offering of the outstanding notes; and
	•	the equity offering

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																			Outstanding
																			Notes				Equity
															Acquisitions				Offering				Offering				Pro Forma
			CVG				Mayflower				MWC				Adjustments				Adjustments				Adjustments				As Adjusted
			(In thousands, except per share amounts)
REVENUES			$	554,365			$	23,986			$	41,863			$	—			$	—			$	—			$	620,214
COST OF SALES				455,476				21,553				33,732				—				—				—				510,761
	Gross profit			98,889				2,433				8,131				—				—				—				109,453
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				31,597				727				1,960				—				—				—				34,284
AMORTIZATION EXPENSE				217				—				5				—				—				—				222
	Operating income			67,075				1,706				6,166				—				—				—				74,947
OTHER INCOME				(3,598	)			—				—				—				—				—				(3,598	)
INTEREST EXPENSE (INCOME)				9,460				793				919				739	(1)			1,241	(3)			(1,557	)(4)			11,595
LOSS ON EARLY EXTINGUISHMENT OF DEBT				1,525				—				—				—				—				—				1,525
	Income (loss) before provision for income taxes			59,688				913				5,247				(739	)			(1,241	)			1,557				65,425
PROVISION (BENEFIT) FOR INCOME TAXES				22,719				396				2,189				(386	)(2)			(496	)(2)			623	(2)			25,045
NET INCOME (LOSS)			$	36,969			$	517			$	3,058			$	(353	)		$	(745	)		$	934			$	40,380
BASIC EARNINGS PER SHARE:			$	1.96																							$	2.14
DILUTED EARNINGS PER SHARE:			$	1.93																							$	2.11

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																			Outstanding
																			Notes				Equity
															Acquisitions				Offering				Offering				Pro Forma
			CVG				Mayflower				MWC				Adjustments				Adjustments				Adjustments				As Adjusted
			(In thousands, except per share amounts)
REVENUES			$	380,445			$	206,457			$	84,056			$	—			$	—			$	—			$	670,958
COST OF SALES				309,696				181,209				71,818				—				—				—				562,723
	Gross profit			70,749				25,248				12,238				—				—				—				108,235
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				28,985				3,659				4,670				—				—				—				37,314
NONCASH OPTION ISSUANCE CHARGE				10,125				—				—				—				—				—				10,125
AMORTIZATION EXPENSE				107				—				30				—				—				—				137
	Operating income			31,532				21,589				7,538				—				—				—				60,659
OTHER (INCOME) EXPENSE				(1,247	)			765				—				—				—				—				(482	)
INTEREST EXPENSE (INCOME)				7,244				(170	)			135				11,096	(1)			2,481	(3)			(3,114	)(4)			17,672
LOSS ON EARLY EXTINGUISHMENT OF DEBT				1,605				—				—				—				—				—				1,605
	Income (loss) before provision for income taxes			23,930				20,994				7,403				(11,096	)			(2,481	)			3,114				41,864
PROVISION (BENEFIT) FOR INCOME TAXES				6,481				7,865				2,961				(3,907	)(2)			(992	)(2)			1,246	(2)			13,654
NET INCOME (LOSS)			$	17,449			$	13,129			$	4,442			$	(7,189	)		$	(1,489	)		$	1,868			$	28,210
BASIC EARNINGS PER SHARE			$	1.13																							$	1.54
DILUTED EARNINGS PER SHARE			$	1.12																							$	1.52

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(1)

Reflects adjustments to interest expense on incremental net borrowings of approximately $106.4 million incurred in connection with the Mayflower acquisition and interest expense on incremental net borrowings of approximately $58.0 million incurred in connection with the MWC acquisition at a weighted average interest rate of 6.5% for borrowings under the term loan facility and 7.0% for borrowings under the revolving credit facility as follows:

				Adjustments to
				Interest Expense
								Nine Months
				Year Ended				Ended
				December 31,				September 30,
				2004				2005
				(In thousands)
Interest on incremental $106.4 million of net borrowings related to the Mayflower acquisition				$	7,211			$	793
Interest on incremental $58.0 million of net borrowings related to the MWC acquisition					3,850				1,659
		Adjustments			11,061				2,452
Adjustment for interest income (expense) previously recorded by:
	Mayflower				170				(793	)
	MWC				(135	)			(920	)
					35				(1,713	)
		Net increase		$	11,096			$	739

(2)	Reflects an adjustment to income taxes based on our effective tax rate.

(3)	Reflects pro forma interest expense on $150.0 million of outstanding notes at an interest rate of 8.0% and amortization of deferred financing fees of $5.25 million over the eight year term as follows:

		Adjustments to
		Interest Expense
						Nine Months
		Year Ended				Ended
		December 31,				September 30,
		2004				2005
		(In thousands)
Interest on $150.0 million of notes offered hereby		$	12,000			$	6,000
Amortization of fees related to the notes offered hereby			469				234
Adjustment for interest expense previously recorded on $144.7 million of borrowings under senior credit facility			(9,988	)			(4,993	)
		$	2,481			$	1,241

(4)	Reflects the reduction of interest expense on the reduction in net borrowings under our revolving credit facility at a weighted average interest rate of 7.0%.

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																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(In thousands, except per share data)
Statement of Operations Data:
Revenues			$	244,963			$	271,226			$	298,678			$	287,579			$	380,445			$	279,193			$	554,365
Cost of sales				208,083				229,593				249,181				237,884				309,696				228,622				455,476
	Gross profit			36,880				41,633				49,497				49,695				70,749				50,571				98,889
Selling, general and administrative expenses				21,569				21,767				23,952				24,281				28,985				21,282				31,597
Noncash option issuance charge				—				—				—				—				10,125				10,125				—
Amortization expense				2,725				3,822				122				185				107				85				217
Restructuring charges				5,561				449				—				—				—				—				—
	Operating income			7,025				15,595				25,423				25,229				31,532				19,079				67,075
Other expense (income)				(1,955	)			(2,347	)			1,098				3,230				(1,247	)			(2,533	)			(3,598	)
Interest expense				12,396				14,885				12,940				9,796				7,244				5,938				9,460
Loss on early extinguishment of debt				—				—				—				2,972				1,605				1,605				1,525

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																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(In thousands, except per share data)
	Income (loss) before income taxes and cumulative effect of accounting change			(3,416	)			3,057				11,385				9,231				23,930				14,069				59,688
Provision (benefit) for income taxes				(2,550	)			5,072				5,235				5,267				6,481				2,551				22,719
	Income (loss) before cumulative effect of accounting change			(866	)			(2,015	)			6,150				3,964				17,449				11,518				36,969
Cumulative effect of accounting change				—				—				(51,630	)			—				—				—				—
	Net income (loss)		$	(866	)		$	(2,015	)		$	(45,480	)		$	3,964			$	17,449			$	11,518			$	36,969
Earnings (loss) per share(1):
	Basic		$	(0.09	)		$	(0.15	)		$	(3.29	)		$	0.29			$	1.13			$	0.79			$	1.96
	Diluted			(0.09	)			(0.15	)			(3.26	)			0.29				1.12				0.78				1.93
Weighted average common shares outstanding(1):
	Basic			9,337				13,893				13,827				13,779				15,429				14,576				18,885
	Diluted			9,337				13,893				13,931				13,883				15,623				14,724				19,159
Balance Sheet Data (at end of period):
Working capital			$	16,768			$	10,908			$	8,809			$	28,216			$	41,727			$	49,419			$	112,551
Total assets				312,006				263,754				204,217				210,495				225,638				244,170				522,940
Total debt				161,061				140,191				127,202				127,474				53,925				78,344				191,600
Total stockholders’ investment				76,287				72,913				27,025				34,806				111,046				103,019				189,339
Other Data:
EBITDA(2)			$	16,107			$	28,428			$	34,105			$	33,335			$	39,099			$	24,908			$	76,001
Net cash provided by (used in):
	Operating activities			24,068				12,408				18,172				10,442				34,177				21,515				26,755
	Investing activities			(3,051	)			7,749				(4,937	)			(5,967	)			(8,907	)			(3,901	)			(184,860	)
	Financing activities			(13,160	)			(24,792	)			(14,825	)			(2,761	)			(28,427	)			(2,726	)			183,671
Depreciation and amortization				9,078				12,833				8,682				8,106				7,567				5,829				8,926
Capital expenditures, net				3,174				4,898				4,937				5,967				8,907				3,901				9,332
Ratio of earnings to fixed charges(3)				—				1.19x				1.83x				1.67x				3.40x				2.68x				5.89x
North American Class 8 heavy-duty truck production (units)(4)				252				146				181				182				269				191				260

(1)	Earnings (loss) per share and weighted average common shares outstanding for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 have been calculated giving effect to the reclassification, in connection with our initial public offering, 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. Earnings (loss) per share for all periods were computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS No. 128).
(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

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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 its 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 net income (loss) to EBITDA:

																							Nine Months
																							Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(In thousands)
Net income (loss)			$	(866	)		$	(2,015	)		$	(45,480	)		$	3,964			$	17,449			$	11,518			$	36,969
(Subtract) add:
	Depreciation and amortization			9,078				12,833				8,682				8,106				7,567				5,829				8,926
	Other (income) expense			(1,951	)			(2,347	)			1,098				3,230				(1,247	)			(2,533	)			(3,598	)
	Interest expense			12,396				14,885				12,940				9,796				7,244				5,938				9,460
	Loss on early extinguishment of debt			—				—				—				2,972				1,605				1,605				1,525
	(Provision) benefit for income taxes			(2,550	)			5,072				5,235				5,267				6,481				2,551				22,719
	Cumulative effect of change in accounting			—				—				51,630				—				—				—				—
EBITDA			$	16,107			$	28,428			$	34,105			$	33,335			$	39,099			$	24,908			$	76,001

(3)	The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For purposes of calculating the ratio of earnings to fixed charges, (i) earnings are defined as net income before income taxes plus fixed charges and (ii) fixed charges are defined as interest (including the amortization of debt issuance costs) and the portion of operating lease expense management believes to be representative of the interest component of rental expense. Earnings before fixed charges were inadequate to cover fixed charges by $3,416 for the year ended December 31, 2000.
(4)	Source: Americas Commercial Transportation Research Co. LLC and ACT Publications.

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	•	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.

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														Nine Months
														Ended
		Year Ended December 31,												September 30,
		2002				2003				2004				2004				2005
Revenues			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			83.4				82.7				81.4				81.9				82.2
Gross profit			16.6				17.3				18.6				18.1				17.8
Selling, general and administrative expenses			8.0				8.4				7.6				7.6				5.7
Noncash option charge			0.0				0.0				2.7				3.6				0.0
Amortization expense			0.1				0.1				0.0				0.0				0.0
Operating income			8.5				8.8				8.3				6.9				12.1
Other (income) expense			0.4				1.1				(0.3	)			(0.9	)			(0.7	)
Interest expense			4.3				3.4				1.9				2.1				1.7
Loss on early extinguishment of debt			0.0				1.0				0.4				0.6				0.3
Income before income taxes and cumulative effect of change in accounting			3.8				3.3				6.3				5.1				10.8
Provision for income taxes			1.7				1.9				1.7				0.9				4.1
Income before cumulative effect of change in accounting			2.1				1.4				4.6				4.2				6.7
Cumulative effect of change in accounting			17.3				0.0				0.0				0.0				0.0
Net income (loss)			(15.2	)%			1.4	%			4.6	%			4.2	%			6.7	%

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	•	an increase in North American heavy-duty truck production as well as an increase in production levels for other North American end markets, which resulted in approximately $67 million of increased revenues;

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	•	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.

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	Restructuring and Asset Impairment Charges

			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

	Cash Flows

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	Debt and Credit Facilities

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

	Actual

			Payments Due by Period
							Less than												More than
			Total				1 Year				1-3 Years				3-5 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				7,141				4,724				533
	Total		$	71,405			$	9,966			$	26,461			$	27,309			$	7,669

	Pro Forma for the Offering of the Outstanding Notes and the Equity Offering

			Payments Due by Period
							Less than												More than
			Total				1 Year				1-3 Years				3-5 Years				5 Years
			(Dollars in thousands)
Long-term debt obligations			$	190,988			$	11,190			$	10,213			$	14,122			$	155,463
Operating lease obligations				21,651				6,703				9,006				5,409				533
	Total		$	212,639			$	17,893			$	19,219			$	19,531			$	155,996

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	Interest Rate Risk

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	Foreign Currency Risk

	Foreign Currency Transactions

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			2000				2001				2002				2003				2004
			(Thousands of units)
Class 8 heavy trucks				252				146				181				182				269
Class 5 – 7 light and medium-duty trucks				215				185				191				194				240
	Total			467				331				372				376				509

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	Class 8 Truck Market

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	Commercial Truck Aftermarket

	Commercial Construction Vehicle Market

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	Military Equipment Market

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	•	On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations for $107.5 million. This acquisition makes us the only non-captive producer of steel and aluminum cabs and sleeper box assemblies for the North American Class 8 truck market. The Mayflower acquisition will allow us to offer our truck customers a completely furnished vehicle cab and provide us earlier visibility on cab structure designs and concepts, which will provide us with advantages in our other cab products.
	•	On June 3, 2005 we acquired the stock of Monona Corporation, the parent of MWC, for $55.0 million. MWC specializes in low volume electronic wire harnesses and instrument panel assemblies and also assembles cabs for the construction market. The MWC acquisition will enhance our ability to offer integrated electronics and instrument panel assemblies, expand our cab assembly capabilities into new end markets and provide us with a world class Mexican assembly operation strategically located near several of our existing OEM customers.
	•	On August 8, 2005, we acquired all of the stock of Cabarrus Plastics, Inc. for $12.1 million, and CPI became an indirect wholly owned subsidiary of Commercial Vehicle Group. CPI is a manufacturer of custom injection molded products primarily for the recreational vehicle market.

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			2004 Sales
Product Category			Actual				Pro Forma
Seats and Seating Systems				53	%			30	%
Trim Systems and Components				28				16
Mirrors, Wipers and Controls				19				11
Cab Structures, Sleeper Boxes, Body Panels and Structural Components				—				31
Electronic Wire Harnesses and Panel Assemblies				—				12
	Total			100	%			100	%

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			2004 Sales
End-User Market			Actual				Pro Forma
Heavy Truck OEM				54	%			59	%
Aftermarket and OEM Service				11				7
Construction				18				18
Bus				2				1
Military				2				2
Agriculture				1				1
Other				12				12
	Total			100	%			100	%

			2004 Sales
Customer			Actual				Pro Forma
PACCAR				28	%			16	%
Freightliner				17				14
International				9				18
Caterpillar				5				10
Volvo/ Mack				6				12
Komatsu				3				2
Deere & Co.				1				2
Oshkosh Truck				1				3
Other				30				23
	Total			100	%			100	%

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	•	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 shell 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.
	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We utilize a wide range of manufacturing processes to produce the majority of the steel and aluminum stampings used in our cab structures, sleeper boxes, body panels and structural components and a variety of both robotic and manual welding techniques in the assembly of these products. In addition, both our

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		Norwalk, Ohio and Kings Mountain, North Carolina facilities have large capacity, fully automated E-coat paint priming systems allowing us to provide our customers with a paint-ready cab product. Due to their high cost, full body E-coat systems, such as ours, are rarely found outside of the manufacturing operations of the major OEMs. The four major large press lines at our Shadyside, Ohio facility provide us with the in-house manufacturing flexibility for both aluminum and steel stampings delivered just in time to our cab assembly plants. This plant also provides us with low volume forming and processing techniques including laser trim operations that minimize investment and time to manufacture for low volume applications.
	•	Electronic Wire Harnesses and Panel Assemblies. We utilize several manufacturing techniques to produce the majority of our electronic wire harnesses and panel assemblies. Our processes, both manual and automated, are designed to produce complex, low- to medium-volume wire harnesses and panel assemblies in short time frames. Our wire harnesses and panel assemblies are both electronically and hand tested.

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	•	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.

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	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. The principal raw materials used in our cab structures, sleeper boxes, body panels and structural components are steel and aluminum, the majority of which we purchase in sheets and stamp at our Shadyside, Ohio facility. These raw materials are generally readily available and obtained from several suppliers, typically under purchase orders that are cancelable by us without cause, pursuant to one year supply agreements.
	•	Electronic Wire Harnesses and Panel Assemblies. The principal raw materials used to manufacture our electronic wire harnesses are wire, connectors, terminals, switches, relays and braid fabric. These raw materials are obtained from multiple suppliers and are generally readily available. Many of our customers specify particular wire and connectors and, as such, negotiate pricing of these materials directly with our customers. Our panel assembly materials are generally procured directly from the customer.

	•	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, Accuride Corporation 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.

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	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We believe we have the number one market position in North America with respect to our cab structural components and the number two position in North America with respect to our cab structures, sleeper boxes and body panels. Our principal competitors with regard to structural components are Magna Inoxydable Inc., Ogihara Corporation, Q3 Stamped Metal, Inc. and Defiance Metal Products. Our principal competitors with regard to cab structures are the in-house operations of Freightliner, PACCAR, International and Volvo/ Mack.
	•	Electronic Wire Harnesses and Panel Assemblies. We believe that we are a leading producer of low- to medium-volume complex, electronic wire harnesses and related assemblies used in the global heavy equipment, commercial vehicle, heavy-truck and specialty and military vehicle markets. Our principal competitors for electronic wire harnesses include large diversified suppliers such as Delphi, Lear, Leoni and Stoneridge and smaller independent companies such as Fargo Assembly, Schofield Enterprises and Unlimited Services.

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				Approximate
Location		Products Produced		Square Footage				Ownership Interest
Norwalk, Ohio(1)		Cab, Sleeper Box, Interior Trim Assembly and Ford GT Assembly			303,000 sq.  ft.				Owned
Vonore, Tennessee (2 facilities)		Seats, Mirrors			245,000 sq.  ft.				Owned/Leased
Shadyside, Ohio(1)		Stamping of Steel and Aluminum Structural and Exposed Stamped Components			225,000 sq.  ft.				Owned
Northampton, England		Seats (office and commercial vehicle)			210,000 sq.  ft.				Leased
Kings Mountain, North Carolina(1)		Cab, Sleeper Box, Interior Trim Assembly			180,000 sq.  ft.				Owned
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(3)		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
Bellaire, Ohio(1)		Warehouse Facility			40,000 sq.  ft.				Leased
Norwalk, Ohio(1)		Warehouse Facility			34,000 sq.  ft.				Leased
New Albany, Ohio		Corporate Headquarters			8,000 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
Farmington Hills, Michigan(1)		R&D, Lab			25,000 sq.  ft.				Leased
Sodentalje (Stockholm), Sweden		Seat Assembly			12,000 sq.  ft.				Leased
Dublin, Ohio		Administration			14,000 sq.  ft.				Leased
Naperville, Illinois(2)		Administration			2,550 sq. ft.				Leased
Agua Prieta, Mexico (3 facilities)(2)		Wire Harness Assembly			116,000 sq.  ft.				Leased
Douglas, Arizona(2)		Warehouse Facility			11,700 sq.  ft.				Leased
Monona, Iowa(2)		Wire Harness/ Panel Assembly			62,000 sq.  ft.				Owned
Edgewood, Iowa(2)		Wire Harness/ Assembly			18,000 sq.  ft.				Leased

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				Approximate
Location		Products Produced		Square Footage				Ownership Interest
Spring Green, Wisconsin(2)		Wire Harness/ Panel Assembly			38,000 sq.  ft.				Leased
Livingston, Wisconsin(2)		Wire Harness/ Panel Assembly			22,000 sq.  ft.				Leased
Redgranite, Wisconsin(2)		Wire Harness Engineering Support			2,000 sq. ft.				Leased
Dekalb, Illinois(2)		Cab Assembly			60,000 sq.  ft.				Leased

(1)	This facility or lease was acquired through the Mayflower acquisition as described herein.
(2)	This facility or lease was acquired through the MWC acquisition as described herein.
(3)	This facility is currently dormant.

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Name		Age				Principal Position(s)
Scott D. Rued			49			Chairman and Director
Mervin Dunn			51			President, Chief Executive Officer and Director
Gerald L. Armstrong			43			President – CVG Americas
Gordon Boyd			58			President – CVG International
James F. Williams			59			Vice President of Human Resources
Chad M. Utrup			32			Vice President of Finance and Chief Financial Officer
S.A. Johnson			65			Director
David R. Bovee			55			Director
Richard A. Snell			64			Director
Scott C. Arves			49			Director
Robert C. Griffin			57			Director

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	•	our Class I directors are Scott D. Rued and David R. Bovee;
	•	our Class II directors are Mervin Dunn and S.A. Johnson; and
	•	our Class III directors are Richard A. Snell, Scott C. Arves and Robert C. Griffin.

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																			Long Term
																			Compensation
			Annual Compensation ($)
																			Stock Option				All Other
Name and Principal Position			Year				Salary				Bonus				Other(1)				Awards (Shares)				Compensation ($)(2)
Mervin Dunn				2004				330,000				297,442				—				476,664				8,000
	President and Chief			2003				314,995				167,872				—				—				4,725
	Executive Officer
Donald P. Lorraine(3)				2004				250,984				164,925	(4)			—				102,133				—
	President – CVG Europe			2003				217,261				90,926				—				—				—
	and Asia
Gerald L. Armstrong				2004				230,000				81,532				—				142,973				6,479
	President – CVG Americas			2003				170,000				31,400				—				—				5,100
James F. Williams				2004				172,000				79,137				—				102,133				4,839
	Vice President of Human			2003				165,007				84,270				—				—				2,475
	Resources
Chad M. Utrup				2004				158,500				75,715				—				151,980				5,717
	Vice President of Finance and			2003				151,008				74,060				—				—				2,265
	Chief Financial Officer

(1)	Pursuant to applicable SEC regulations, perquisites and other personal benefits are omitted because they did not exceed the lesser of either $50,000 or 10% of total annual salary and bonus.
(2)	Consists of matching payments under one of our 401(k) plans.
(3)	Amounts paid to Mr. Lorraine for fiscal 2003 have been translated into United States dollars at a rate of $1.6532 = £1.00, the average exchange rate during the year ended December 31, 2003. Amounts paid to Mr. Lorraine for fiscal 2004 have been translated into United States dollars at a rate of $1.8325 = £1.00, the average exchange rate during the year ended December 31, 2004.
(4)	Consists of $73,300 paid in cash and $91,625 contributed to Mr. Lorraine’s pension plan.

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		Individual Grants
																						Potential Realizable
		Number of				% of Total																Value at Assumed
		Shares of				Options								Fair								Annual Rates of Stock
		Common Stock				Granted to								Market								Price Appreciation for
		Underlying				Employees in				Exercise				Value on								Option Term ($)
		Options				Fiscal Year				Price Per				Date of				Expiration
		Granted(1)				2004				Share ($)				Grant ($)				Date				5%				10%
Mervin Dunn			306,664				20.3				5.54				16.00				4/30/14				1,068,441				2,707,639
			170,000	(1)			11.3				15.84				15.84				10/20/14				1,693,487				4,291,630
Donald P. Lorraine			72,133				4.8				5.54				16.00				4/30/14				251,317				636,886
			30,000	(1)			2.0				15.84				15.84				10/20/14				298,851				757,346
Gerald L. Armstrong			82,973				5.5				5.54				16.00				4/30/14				289,084				732,596
			60,000	(1)			4.0				15.84				15.84				10/20/14				597,701				1,514,693
James F. Williams			72,133				4.8				5.54				16.00				4/30/14				251,317				636,886
			30,000	(1)			2.0				15.84				15.84				10/20/14				298,851				757,346
Chad M. Utrup			91,980				6.1				5.54				16.00				4/30/14				320,465				812,122
			60,000	(1)			4.0				15.84				15.84				10/20/14				597,701				1,514,693

(1)	Options vest in three equal annual installments commencing on the first anniversary of their grant date, October 20, 2004.

										Number of Shares Underlying								Value of Unexercised
										Unexercised Options at								In-The-Money Options at
		Shares								December 31, 2004								December 31, 2004 ($)
		Acquired on				Value
		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Mervin Dunn			—				—				306,664				170,000				4,995,557				1,018,300
Donald P. Lorraine			—				—				72,133				30,000				1,175,047				179,700
Gerald L. Armstrong			—				—				82,973				60,000				1,351,630				359,400
James F. Williams			—				—				72,133				30,000				1,175,047				179,700
Chad M. Utrup			—				—				91,980				60,000				1,498,354				359,400

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		Years of Service at Retirement
Compensation		15				20				25				30				35
$125,000			31,250				41,667				52,083				62,500				72,917
150,000			37,500				50,000				62,500				75,000				87,500
175,000			43,750				58,333				72,917				87,500				102,083
200,000			50,000				66,667				83,333				100,000				116,667
225,000			56,250				75,000				93,750				112,500				131,250
250,000			62,500				83,333				104,167				125,000				145,833
300,000			75,000				100,000				125,000				150,000				175,000
400,000			100,000				133,333				166,667				200,000				233,333
450,000			112,500				150,000				187,500				225,000				262,500
500,000			125,000				166,667				208,333				250,000				291,667

	Equity Incentive Plan

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	Management Stock Option Plan

	Other Outstanding Options

	401(k) Plans

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Name		No. of Shares
Onex and affiliates			2,449,329
J2R Partners II			217,131
Mervin Dunn			3,302
Chad M. Utrup			1,851
James F. Williams			1,321
Daniel F. Moorse			2,121
Scott D. Rued			8,100
Judith A. Vijums			2,700

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Name		No. of Shares
Scott D. Rued			13,647
S.A. Johnson			45,491
Judith A. Vijums			2,843
Daniel F. Moorse			2,843
Hidden Creek			17,062
Onex and affiliates			1,949,550
Baird Capital Partners III L.P. and its affiliates			1,097,519
Norwest Equity Partners VII L.P.			722,074
J2R Partners VI			951,302

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Stockholder			Amount
Onex affiliates			$	20,115,772
Hidden Creek				1,857,728
J2R Partners affiliates				499,555
Baird Capital Partners III L.P. and its affiliates				456,445
Norwest Equity Partners VII L.P.				766,826
	Total		$	23,696,326

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	•	each person or entity known by us to beneficially own five percent or more of a class of our voting common stock;
	•	each director and named executive officer; and
	•	all of our directors and executive officers as a group.

		Shares Beneficially Owned
5% Stockholders		Number				Percentage
RS Investment Management Co. LLC (1)			2,142,700				10.2	%
Lord, Abbett & Co. LLC(2)			1,519,803				7.2
Cramer Rosenthal McGlynn, LLC(3)			1,139,250				5.4
Alliance Entities(4)			1,052,908				5.0

Named Executive Officers and Directors
Mervin Dunn(5)			273,643				1.3
Donald P. Lorraine(6)			60,493				*
Gerald L. Armstrong(7)			78,081				*
James F. Williams(8)			83,454				*
Chad M. Utrup(9)			85,682				*
David R. Bovee			400				*
S.A. Johnson			74,392				*
Scott D. Rued(10)			106,479				*
Richard A. Snell(11)			5,000				*
Scott C. Arves			—				—
Robert C. Griffin			1,500				*
All directors and executive officers as a group (11 persons)			710,131				3.3

*	Denotes less than one percent.
(1)	Information is based on a Schedule 13G as filed with the Securities and Exchange Commission on July 8, 2005. RS Investment Management Co. LLC is the general partner of RS Investment Management, L.P. RS Investment Management, L.P. is a registered investment adviser, managing member of registered investment advisers, and the investment adviser to RS Partners Fund, a registered investment company which owns more than five percent of our common stock. George R. Hecht is a control person of RS Investment Management Co. LLC and RS Investment Management, L.P. The address of RS Investment Management Co. LLC, RS Investment Management, L.P. and RS Partners Fund is 388 Market Street, Suite 1700, San Francisco, California 94111.
(2)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 2, 2005. The address for Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, New Jersey 07302.

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(3)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on January 22, 2005. The address for Cramer Rosenthal McGlynn, LLC is 520 Madison Avenue, New York, New York 10022.
(4)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2005. The Alliance Entities are comprised of AXA Financial, Inc., which is owned by AXA, which in turn is under the group control of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle. The address for AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurances Mutuelle is 26, rue Drouot, 75009 Paris, France. The address for AXA is 25, avenue Matignon, 75008 Paris, France. The address for AXA Financial, Inc. is 1290 Avenue of the Americas, New York, New York 10104.
(5)	Includes 273,643 shares issuable upon exercise of currently exercisable options.
(6)	Includes 60,493 shares issuable upon exercise of currently exercisable options.
(7)	Includes 78,081 shares issuable upon exercise of currently exercisable options.
(8)	Includes 82,133 shares issuable upon exercise of currently exercisable options.
(9)	Includes 85,682 shares issuable upon exercise of currently exercisable options.

(10)	Includes 20,000 shares issuable upon exercise of currently exercisable options.
(11)	Includes 5,000 shares held in a trust for the benefit of Mr. Snell’s children. Mr. Snell’s spouse is the trustee of the trust. Mr. Snell disclaims beneficial ownership of these shares.

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	•	are unsecured senior obligations of the Company;
	•	are senior in right of payment to any future Subordinated Obligations of the Company; and
	•	are guaranteed by each Subsidiary Guarantor.

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Period		Redemption Price
2009			104.00%
2010			102.00%
2011 and thereafter			100.00%

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	(1) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary; or
	(2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor;

	(1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;
	(2) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to the covenant described under “— Certain Covenants — Future Guarantors”; or
	(3) if we exercise our legal defeasance option or our covenant defeasance option as described under “— Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture.

	Senior Indebtedness versus Notes

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	Liabilities of Subsidiaries versus Notes

	Depository Procedures

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	(1) upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and
	(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Notes).

	(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the Global Notes; or
	(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

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	Exchange of Global Notes for Certificated Notes

	(1) DTC (A) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;
	(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or
	(3) there has occurred and is continuing a Default with respect to the Notes.

	Exchange of Certificated Notes for Global Notes

	Same Day Settlement and Payment

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	(1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company;
	(2) individuals who on the Issue Date constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;
	(3) the adoption of a plan relating to the liquidation or dissolution of the Company; or
	(4) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets.

	(1) that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
	(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);
	(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

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	(4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

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	Limitation on Indebtedness

	(1) Indebtedness Incurred by the Company and Restricted Subsidiaries under a Credit Agreement in an amount not to exceed the greater of (i) $140.3 million and (ii) the Borrowing Base; provided, however, that the aggregate amount of all Indebtedness that may be Incurred and outstanding under this clause (1) shall be reduced by the aggregate sum of all principal payments with respect to any Term Loan Facility pursuant to paragraph (a)(3)(A) of the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock;” provided, further, however, that (A) the aggregate amount of all Indebtedness that may be Incurred under this clause (1) shall be reduced by the aggregate amount of all Indebtedness Incurred pursuant to clause (12) and then outstanding and (B) the aggregate principal amount of all Indebtedness Incurred and then outstanding under this clause (1) by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed $50.0 million;
	(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guaranty;
	(3) the Notes and the Exchange Notes (other than any Additional Notes);
	(4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2), or (3) of this covenant);
	(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company or a Restricted Subsidiary); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

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	(6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;
	(7) Hedging Obligations that are Incurred for bona fide hedging purposes that are entered into the ordinary course of business and not for speculative purposes;
	(8) obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;
	(9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within three Business Days of its Incurrence;
	(10) Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (1), (2), (3) or (4) or pursuant to clause (6) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3) or (4);
	(11) Purchase Money Indebtedness Incurred to finance the acquisition by the Company or a Restricted Subsidiary of assets in the ordinary course of business, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of $15.0 million and 3% of Total Assets at the date of determination;
	(12) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Transaction that is not recourse to the Company or any Restricted Subsidiary (except for Standard Securitization Undertakings); provided, however, that, immediately after giving effect to any such Incurrence the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (12) and then outstanding does not exceed the aggregate principal amount of Indebtedness permitted to be Incurred pursuant to clause (1) less the aggregate principal amount of Indebtedness Incurred pursuant to clause (1) and then outstanding;
	(13) (A) Indebtedness of Foreign Subsidiaries Incurred for working capital purposes and (B) other Indebtedness of Foreign Subsidiaries in an aggregate principal amount, which when taken together with all other Indebtedness then outstanding and Incurred pursuant to this subclause (B), does not exceed the greater of (x) $25.0 million and (y) 10% of the aggregate total assets of all Foreign Subsidiaries;
	(14) Indebtedness consisting of customary indemnification, adjustment of purchase price, earn-out or similar obligations of the Company or any Restricted Subsidiary, in each case Incurred in connection with the acquisition or disposition of any assets in accordance with the terms of the Indenture; provided, however, that with respect to any such disposition, the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
	(15) Indebtedness of the Company or any Restricted Subsidiary, to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under “— Defeasance;” and
	(16) Indebtedness of the Company or of any of the Subsidiary Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (15) above or paragraph (a)) does not exceed $35.0 million.

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	(1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will be permitted to classify and later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Indebtedness in one of the above clauses; provided, however that (A) Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been Incurred on such date under clause (1) of paragraph (b) above and (B) the Company will not be permitted to reclassify (i) all or any portion of any Indebtedness Incurred under clause (1) or (12) of paragraph (b) above.
	(2) the Company will be entitled to divide and classify or reclassify (to the extent permitted by clause (1) of this paragraph (d)) an item of Indebtedness in more than one of the types of Indebtedness described above.

	Limitation on Restricted Payments

	(1) a Default shall have occurred and be continuing (or would result therefrom);
	(2) the Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Indebtedness”; or
	(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication):

	(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 2005 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus
	(B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an

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	employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date; plus
	(C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus
	(D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

	(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;
	(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such Person which is permitted to be Incurred pursuant to the covenant described under “— Limitation on Indebtedness”; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;
	(3) dividends or other distributions paid within 60 days after the date of declaration thereof if at such date of declaration such dividend or other distribution would have complied with this covenant; provided, however, that at the time of payment of such dividend or other distribution, no other Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend or other distribution shall be included in the calculation of the amount of Restricted Payments;
	(4) so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or

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	permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing cancelation of Indebtedness) shall not exceed $2.0 million in any calendar year, except that any amount not so used in any calendar year may be used in subsequent calendar years up to $5.0 million in any calendar year; provided further, however, that the maximum amount in any calendar year may be increased by an amount not to exceed an amount equal to (A) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date, less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (4), plus (B) the aggregate cash proceeds received from the Company during that calendar year from any reissuance of Capital Stock by the Company to employees, officers and directors of the Company and its Restricted Subsidiaries and previously applied to the payment of Restricted Payments, plus (C) any cash proceeds paid to the Company since the Issue Date in connection with the issuance or exercise of any management or employee Capital Stock so acquired and previously applied to the payment of Restricted Payments; provided, however, that any proceeds described in clause (B) or (C) shall be excluded in the calculation of the amounts under clause (3)(B) of paragraph (a) above; provided further, however, that such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments;
	(5) the declaration and payments of dividends on Disqualified Stock issued pursuant to the covenant described under “— Limitation on Indebtedness”; provided, however, that at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;
	(6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;
	(7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;
	(8) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by the Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer; provided further, however, that such payments, purchases, redemptions, defeasances or other acquisitions or retirements shall be included in the calculation of the amount of Restricted Payments;
	(9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (2) of paragraph (b) of the covenant described under “— Limitation on Indebtedness”; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

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	(10) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of Subordinated Obligations with any excess Net Available Cash remaining after the consummation of an offer to purchase Notes pursuant to the terms of the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock;” provided, however, that such repurchase, redemption or other acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;
	(11) the repurchase, redemption or other acquisition for value of Capital Stock of the Company or any direct or indirect parent of the Company representing fractional shares of such Capital Stock in connection with a merger, consolidation, amalgamation or other combination involving the Company in an amount which, when taken together with all Restricted Payments made pursuant to this clause (11) does not exceed $1.0 million; provided, however, that such repurchase, redemption or other acquisition shall be excluded in the calculation of the amount of Restricted Payments; or
	(12) Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (12) does not exceed $10.0 million; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) such dividends shall be excluded in the calculation of the amount of Restricted Payments.

	Limitation on Restrictions on Distributions from Restricted Subsidiaries

	(1) with respect to clauses (a), (b) and (c),

	(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including the Credit Agreement);
	(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;
	(C) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
	(D) any encumbrance or restriction with respect to contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that any such encumbrances or restrictions apply only to such Receivables Subsidiary;
	(E) restrictions on cash or other deposits imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;
	(F) any encumbrance or restriction pursuant to any Purchase Money Indebtedness permitted to be Incurred under clause (11) of paragraph (b) of the covenant described under “— Limitation on Indebtedness”; provided, however, that any such encumbrances or restrictions apply only to the assets the purchase of which is being financed with such Purchase Money Indebtedness;

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	(G) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such joint venture; and
	(H) any encumbrance or restriction contained in any Indebtedness Incurred by a Foreign Subsidiary in accordance with the Indenture to the extent such encumbrance or restriction applies only to the assets of such Foreign Subsidiary; and

	(2) with respect to clause (c) only,

	(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and
	(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and

(3) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in paragraphs (1) and (2) above; provided, however, that such amendments or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other restrictions than those contained in the dividend or other restrictions prior to such amendment or refinancing.

	Limitation on Sales of Assets and Subsidiary Stock

	(1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined in good faith by the Board of Directors, if the fair market value is equal to or exceeds $2.5 million, or by an Officer, if the fair market value is less than $2.5 million;
	(2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and
	(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be)

	(A) to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;
	(B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and
	(C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in the Indenture;

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	(1) the assumption or discharge of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;
	(2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted within 90 days by the Company or such Restricted Subsidiary into cash, to the extent of cash received in that conversion; and
	(3) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in an Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which shall be treated after such conversion as Net Available Cash), not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration.

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	Limitation on Affiliate Transactions

	(1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;
	(2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and
	(3) if such Affiliate Transaction involves an amount in excess of $7.5 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

	(1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to paragraph (a)(3) of) the covenant described under “— Limitation on Restricted Payments”;
	(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment, severance or compensation arrangements, stock options and stock ownership plans approved by the Board of Directors;
	(3) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $2.0 million in the aggregate outstanding at any one time;
	(4) the payment of reasonable fees and the reimbursement of ordinary course expenses to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries and any payments pursuant to indemnification arrangements with directors and officers of the Company or its Restricted Subsidiaries;
	(5) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;
	(6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;
	(7) any agreement as in effect on the Issue Date and described in the Offering Circular or any renewals or extensions of any such agreement (so long as such renewals or extensions of any such agreement, taken as a whole, are not less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby;
	(8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the

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	Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party; and
	(9) any Qualified Receivables Transaction, and the Incurrence of obligations and acquisitions of Permitted Investments and other rights or assets in connection with a Qualified Receivables Transaction.

	Limitation on Line of Business

	Limitation on Liens

	Limitation on Sale/ Leaseback Transactions

	(1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/ Leaseback Transaction pursuant to the covenant described under “— Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to the covenant described under “— Limitation on Liens”;
	(2) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/ Leaseback Transaction are at least equal to the fair market value of such property (as determined by the Board of Directors, if the fair market value is equal to or exceeds $2.5 million, and by an Officer, if the fair market value is less than $2.5 million); and
	(3) the Company applies the proceeds of such transaction in compliance with the covenant described under “— Limitation on Sale of Assets and Subsidiary Stock”.

	Merger and Consolidation

	(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;
	(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such

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	transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;
	(3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Indebtedness” or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction;
	(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and
	(5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred;

	(1) except in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty;
	(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

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	(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

	Future Guarantors

	SEC Reports

	(1) a default in the payment of interest on the Notes when due, continued for 30 days;
	(2) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;
	(3) the failure by the Company to comply with its obligations under “— Certain Covenants — Merger and Consolidation” above;
	(4) the failure by the Company to comply for (A) 30 days after notice with any of its obligations in the covenants described above under “Change of Control” (other than a failure to purchase Notes) or under “— Certain Covenants” under “— Limitation on Indebtedness”,

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	“— Limitation on Restricted Payments”, “— Limitation on Restrictions on Distributions from Restricted Subsidiaries”, “— Limitation on Sales of Assets and Subsidiary Stock” (other than a failure to purchase Notes), “— Limitation on Affiliate Transactions”, “— Limitation on Line of Business”, “— Limitation on Liens”, “— Limitation on Sale/Leaseback Transactions”, or “— Future Guarantors”, or (B) 60 days after notice with any of its obligations in the covenant described above under “— Certain Covenants — SEC Reports”;
	(5) the failure by the Company or any Subsidiary Guarantor to comply for 60 days after notice with its other agreements contained in the Indenture;
	(6) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million (the “cross acceleration provision”);
	(7) certain events of bankruptcy, insolvency or reorganization of the Company, a Subsidiary Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);
	(8) any judgment or decree for the payment of money in excess of $10.0 million is entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed (the “judgment default provision”); or
	(9) a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty.

	(1) such holder has previously given the Trustee notice that an Event of Default is continuing;
	(2) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;
	(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
	(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

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	(5) holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

	(1) reduce the amount of Notes whose holders must consent to an amendment;
	(2) reduce the rate of or extend the time for payment of interest on any Note;
	(3) reduce the principal of or change the Stated Maturity of any Note;
	(4) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “— Optional Redemption” above ;
	(5) make any Note payable in money other than that stated in the Note;
	(6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;
	(7) make any change in, the amendment provisions which require each holder’s consent or in the waiver provisions;
	(8) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or
	(9) make any change in, or release other than in accordance with the Indenture, any Subsidiary Guaranty that would adversely affect the Noteholders.

	(1) to cure any ambiguity, omission, defect or inconsistency (including conforming the Indenture to the “Description of the Notes” contained in the Offering Circular);

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	(2) to provide for the assumption by a successor corporation of the obligations of the Company, or any Subsidiary Guarantor under the Indenture;
	(3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
	(4) to add Guarantees with respect to the Notes, including any Subsidiary Guaranties, or to secure the Notes;
	(5) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor;
	(6) to make any change that does not adversely affect the rights of any holder of the Notes;
	(7) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or
	(8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

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	(1) any property, plant or equipment used in a Related Business;
	(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or
	(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

	(1) 1.0% of the principal amount of the Note; or
	(2) the excess of:

	(a) the present value at such redemption date of (i) the redemption price of the Note at July 1, 2009 (such redemption price being set forth in the table appearing above under the caption “— Optional Redemption”), plus (ii) all required interest payments due on the Note through July 1, 2009 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
	(b) the principal amount of the Note.

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	(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);
	(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or
	(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary

	(A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
	(B) for purposes of the covenant described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” only, (i) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof (including a Permitted Investment)) and that is not prohibited by the covenant described under “— Certain Covenants — Limitation on Restricted Payments” and (ii) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “— Certain Covenants — Merger and Consolidation”;
	(C) a disposition of assets or Capital Stock with a fair market value of less than $1.0 million;
	(D) a disposition of cash or Temporary Cash Investments;
	(E) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);
	(F) sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to or by a Receivables Subsidiary for the fair market value thereof or the creation of a Lien on any such accounts receivable or related assets in connection with a Qualified Receivables Transaction;
	(G) any exchange of like property pursuant to Section 1031 of the Code for use in a Related Business;
	(H) any sale, transfer or other disposition of defaulted receivables for collection; and
	(I) a disposition of assets that are worn out, obsolete or damaged or no longer used in the business of the Company or any Restricted Subsidiary, as the case may be, in the ordinary course of business.

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	(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by
	(2) the sum of all such payments.

	(1) 80% of the face amount of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus
	(2) 50% of the book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date;

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness Incurred for working capital purposes under any Revolving Credit Facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or

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	such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of the creation of such facility to the date of such calculation);
	(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred for working capital purposes under any Revolving Credit Facility) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;
	(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition (including any sale, lease, transfer or other disposition that would constitute an Asset Disposition but for the exclusions contained in clauses (C) and (G) of the definition thereof), EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);
	(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period;
	(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition (including any sale, lease, transfer or other disposition that would constitute an Asset Disposition but for the exclusions contained in clauses (C) and (G) of the definition thereof), any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period;
	(6) if since the beginning of such period any Person was designated as an Unrestricted Subsidiary or redesignated as, or otherwise became, a Restricted Subsidiary, EBITDA and Consolidated Interest Expense shall be calculated on a pro forma basis as if such event had occurred on the first day of such period; and
	(7) if, since the beginning of such period, the Company has classified any of its businesses as discontinued operations, the EBITDA and Consolidated Interest Expense shall be calculated on a pro

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	forma basis as to exclude the impact of such discontinued operations on or after the date such operations are classified as discontinued.

	(1) interest expense attributable to Capital Lease Obligations;
	(2) amortization of debt discount and debt issuance cost;
	(3) capitalized interest;
	(4) non-cash interest expense;
	(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
	(6) net payments pursuant to Hedging Obligations relating to Interest Rate Agreements; provided, however, that any net receipts pursuant to such Hedging Obligations shall be included as a reduction of interest expense;
	(7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, in each case held by Persons other than the Company or a Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith);
	(8) interest incurred in connection with Investments in discontinued operations;
	(9) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and
	(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

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	(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that, subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below);
	(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition;
	(3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

	(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and
	(B) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

	(4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;
	(5) extraordinary gains or losses;
	(6) the cumulative effect of a change in accounting principles;
	(7) any non-cash goodwill impairment charges or other intangible asset impairment charges incurred subsequent to the date of the Indenture resulting from the application of SFAS No. 142 or any other non-cash asset impairment charges incurred subsequent to the date of the Indenture resulting from the application of SFAS No. 144;
	(8) any non-recurring costs and expenses incurred in connection with the Transactions or any other acquisition of, or Investment in, a Person in a Related Business;
	(9) any non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs;
	(10) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on the disposition of discontinued operations;
	(11) any inventory purchase accounting adjustments made as a result of any acquisition of a Person in a Related Business;
	(12) any unrealized gain or loss resulting from the application of SFAS No. 133 with respect to Hedging Obligations; and
	(13) any non-cash gain or loss attributable to the early extinguishment of Indebtedness,

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	(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;
	(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or
	(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

	(1) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” and “— Certain Covenants — Change of Control”; and

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	(2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

	(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries;
	(2) Consolidated Interest Expense;
	(3) depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period); and
	(4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period) less all non-cash items of income of the Company and its consolidated Restricted Subsidiaries (other than accruals of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary course of business and other than reversals (to the extent made without any payment in cash) of accruals or reserves previously excluded from EBITDA);

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	(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
	(2) statements and pronouncements of the Financial Accounting Standards Board;
	(3) such other statements by such other entity as approved by a significant segment of the accounting profession; and
	(4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

	(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
	(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

	(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

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	(2) the payment of interest in the form of additional Indebtedness of the same instrument or the payment of dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms;
	(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness; and
	(4) changes in the principal amount of any Indebtedness that is denominated in a currency other than U.S. dollars solely as a result of fluctuations in exchange rates or currency values

	(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;
	(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/ Leaseback Transactions entered into by such Person;
	(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);
	(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);
	(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);
	(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
	(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so secured; and
	(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

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	(1) zero if such Hedging Obligation has been Incurred pursuant to clause (7) of paragraph (b) of the covenant described under “— Certain Covenants — Limitation on Indebtedness,” or
	(2) the termination value of such Hedging Obligation if not Incurred pursuant to such clause.

	(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
	(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

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	(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;
	(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;
	(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;
	(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and
	(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.

	(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;
	(2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

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	(3) cash and Temporary Cash Investments;
	(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;
	(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
	(6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary and not exceeding $2 million in the aggregate outstanding at any one time;
	(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or settlements, compromises or resolutions of litigation, arbitration or other disputes;
	(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (A) an Asset Disposition as permitted pursuant to the covenant described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” or (B) a disposition of assets not constituting an Asset Disposition;
	(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
	(10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;
	(11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under the covenant described under “— Certain Covenants — Limitation on Indebtedness”;
	(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date;
	(13) Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (13) and outstanding on the date such Investment is made, do not exceed the greater of (A) $25.0 million and (B) 5% of Total Assets;
	(14) Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;
	(15) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness;

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	(16) Guarantees issued in accordance with “— Certain Covenants — Limitation on Indebtedness;” and
	(17) repurchases of the Notes (including Additional Notes).

	(1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;
	(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;
	(3) Liens for property taxes not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;
	(4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;
	(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
	(6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
	(7) Liens to secure Indebtedness in amount equal to greater of (i) the amount of Indebtedness permitted to be Incurred as of the Issue Date under the provisions described in clause (b)(1) under “— Certain Covenants — Limitations on Indebtedness”, without giving effect to clause (A) of the second proviso to clause (b)(1) thereof, and (ii) an amount determined at the time of Incurrence of such Indebtedness equal to (A) 1.75 multiplied by EBITDA for the period of the most recent four consecutive fiscal quarters for which financial statements are available (calculated on the same pro forma basis as the “Consolidated Coverage Ratio” is calculated) plus (B) $35.0 million (with any amount committed under any revolving credit facility up to $35.0 million being deemed Incurred for

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	purposes of this clause (ii) at the time of such commitment of any such Indebtedness (and for no other purposes under the Indenture) without regard to future borrowings thereafter from time to time);
	(8) Liens existing on the Issue Date (other than Liens securing obligations under the Credit Agreement);
	(9) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);
	(10) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);
	(11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;
	(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under the Indenture;
	(13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9) or (10); provided, however, that:

	(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
	(B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

	(14) Liens on the assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary Incurred pursuant to clause (b)(13) of the covenant described under “— Certain Covenants — Limitation on Indebtedness”;
	(15) Liens on accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction;
	(16) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
	(17) Liens imposed pursuant to licenses, sublicenses, leases and subleases (including landlords’ Liens) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;
	(18) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;
	(19) Liens securing obligations owing to and held solely by the Company or any Subsidiary Guarantor or Liens on assets of a Restricted Subsidiary that is not a Subsidiary Guarantor securing

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	obligations owing to and held solely by another Restricted Subsidiary that is not a Subsidiary Guarantor;
	(20) judgment Liens (where the judgment does not constitute an Event of Default), so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
	(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
	(22) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
	(23) Liens securing Indebtedness in an amount which, together with all other Indebtedness secured by Liens Incurred pursuant to this clause (23), does not exceed $5.0 million outstanding at any one time; and
	(24) Liens incurred to secure cash management services in the ordinary course of business.

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	(1) (a) if the Stated Maturity of the Indebtedness being Refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced or (b) if the Stated Maturity of the Indebtedness being Refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;
	(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;
	(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding

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	(plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and
	(4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

	(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));
	(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);
	(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or
	(4) the making of any Investment (other than a Permitted Investment) in any Person.

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	(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and
	(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

	(1) any obligation of such Person to the Company or any Subsidiary;
	(2) any liability for Federal, state, local or other taxes owed or owing by such Person;
	(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business;
	(4) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or
	(5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture.

	(1) such Person;
	(2) such Person and one or more Subsidiaries of such Person; or
	(3) one or more Subsidiaries of such Person.

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	(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;
	(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;
	(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;
	(4) investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to Standard and Poor’s;
	(5) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s or “A” by Moody’s;
	(6) investments in money market funds that invest at least 90% of their assets in securities of the types described in clauses (1) through (5) above; and
	(7) in the case of a Foreign Subsidiary, Foreign Cash Investments held by it from time to time in the ordinary course of business.

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	(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and
	(2) any Subsidiary of an Unrestricted Subsidiary.

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	•	an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;
	•	a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a State thereof or the District of Columbia;
	•	an estate, the income of which is subject to United States federal income tax regardless of its source; or
	•	a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, a trust that has elected to continue to be treated as a United States person.

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	Interest

	Sale or Other Taxable Disposition of the Notes

	Market Discount and Acquisition Premium

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	Exchange Offer

	Backup Withholding

	•	fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;
	•	furnishes an incorrect TIN;
	•	is notified by the IRS that it has failed to properly report payments of interest or dividends; or
	•	fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

	Interest

	•	such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;
	•	such holder is not a controlled foreign corporation that is related to us through stock ownership and is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
	•	either (1) the non-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address (generally by completing IRS Form W-8BEN), (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-United States Holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-United States Holder, has received from the non-United States Holder a

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		statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement or (3) the non-United States Holder holds its notes directly through a “qualified intermediary” and certain conditions are satisfied.

	Sale or Other Taxable Disposition of the Notes

	United States Trade or Business

	Backup Withholding and Information Reporting

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	•	a United States person;
	•	a controlled foreign corporation for United States federal income tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or
	•	a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

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154

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Commercial Vehicle Group, Inc. Consolidated Financial Statements
Unaudited Condensed Financial Statements as of and for the nine months ended September 30, 2005:
Condensed Consolidated Statements of Operations			F-2
Condensed Consolidated Balance Sheet			F-3
Condensed Consolidated Statements of Cash Flows			F-4
Notes to Unaudited Condensed Consolidated Financial Statements			F-5
Audited Consolidated Financial Statements as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004:
Report of Independent Registered Public Accounting Firm			F-20
Consolidated Balance Sheets			F-21
Consolidated Statements of Operations			F-22
Consolidated Statements of Stockholders’ Investment			F-23
Consolidated Statements of Cash Flows			F-24
Notes to Consolidated Financial Statements			F-25
Report of Independent Registered Public Accounting Firm			F-51
Schedule II: Valuation and Qualifying Accounts			F-52
Mayflower Vehicle Systems Consolidated Financial Statements
Audited Consolidated Financial Statements for the years ended December 31, 2002, 2003 and 2004
Report of Deloitte & Touche LLP, Independent Auditors’ Report			F-53
Report of PricewaterhouseCoopers LLP, Independent Auditors			F-54
Consolidated Balance Sheets			F-55
Consolidated Statements of Operations			F-56
Consolidated Statements of Divisional Equity			F-57
Consolidated Statements of Cash Flows			F-58
Notes to Consolidated Financial Statements			F-59

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			Nine Months Ended
			September 30,
			2005				2004
REVENUES			$	554,365			$	279,193
COST OF SALES				455,476				228,622
	Gross Profit			98,889				50,571
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				31,597				21,282
NONCASH OPTION ISSUANCE CHARGE				—				10,125
AMORTIZATION EXPENSE				217				85
	Operating Income			67,075				19,079
OTHER INCOME				(3,598	)			(2,533	)
INTEREST EXPENSE				9,460				5,938
LOSS ON EARLY EXTINGUISHMENT OF DEBT				1,525				1,605
	Income Before Income Taxes			59,688				14,069
PROVISION FOR INCOME TAXES				22,719				2,551
NET INCOME			$	36,969			$	11,518
BASIC EARNINGS PER SHARE			$	1.96			$	0.79
DILUTED EARNINGS PER SHARE			$	1.93			$	0.78

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					September 30,
					2005
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	25,250
	Accounts receivable — Net of allowance for doubtful accounts of $5,107					128,511
	Inventories					66,635
	Prepaid expenses and other current assets					4,392
	Deferred income taxes					9,944
		Total current assets				234,732
PROPERTY, PLANT AND EQUIPMENT — Net						70,796
GOODWILL						145,552
DEFERRED INCOME TAXES						9,870
INTANGIBLES AND OTHER ASSETS — Net						61,990
					$	522,940
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt				$	5,127
	Accounts payable					74,697
	Accrued liabilities					42,357
		Total current liabilities				122,181
LONG-TERM DEBT — Net						186,473
OTHER LONG-TERM LIABILITIES						24,947
		Total liabilities				333,601
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ INVESTMENT:
	Common stock, $0.01 par value per share; 30,000,000 shares authorized; 20,946,490 shares outstanding					209
	Additional paid-in capital					168,565
	Retained earnings					21,515
	Stock subscriptions receivable					(49	)
	Accumulated other comprehensive loss					(901	)
			Total stockholders’ investment			189,339
					$	522,940

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					Nine Months Ended
					September 30,
					2005				2004
					(Amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	36,969			$	11,518
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				8,926				5,829
		Noncash amortization of debt financing costs				619				408
		Noncash option issuance charge				—				10,125
		Loss on early extinguishment of debt				1,525				1,031
		Deferred income tax provision (benefit)				1,361				(2,993	)
		Loss on sale of assets				78				—
		Noncash gain on forward exchange contracts				(3,495	)			(2,554	)
		Noncash interest expense on subordinated debt				—				481
		Change in other operating items				(19,228	)			(2,330	)
			Net cash provided by operating activities			26,755				21,515
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures					(9,332	)			(3,901	)
	Payment for asset acquisitions — Net					(175,528	)			—
			Net cash used in investing activities			(184,860	)			(3,901	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on capital leases					(21	)			(12	)
	Repayments of revolving credit facility					(203,219	)			(77,518	)
	Borrowings under revolving credit facility					201,613				55,965
	Repayments of long-term debt					(237,223	)			(91,175	)
	Borrowings of long-term debt					377,459				65,948
	Repayment of subordinated debt					—				(3,112	)
	Proceeds from issuance of common stock — Net					44,937				47,168
	Other — Net					125				10
			Net cash provided by (used in) financing activities			183,671				(2,726	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						(1,712	)			(624	)
NET INCREASE IN CASH AND CASH EQUIVALENTS						23,854				14,264
CASH AND CASH EQUIVALENTS — Beginning of period						1,396				3,486
CASH AND CASH EQUIVALENTS — End of period					$	25,250			$	17,750
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest				$	5,774			$	6,416
	Cash paid for income taxes — Net				$	17,451			$	2,605

F-4

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1.	Basis of Presentation

F-5

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2.	Recently Issued Accounting Pronouncements

3.	Acquisitions and Financial Information

F-6

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Purchase price (cash consideration)		$	107,500
Transaction costs and other adjustments			3,833
Net assets of Mayflower at historical cost			(97,698	)
Excess of purchase price over net assets acquired		$	13,635

Purchase price (cash consideration)		$	55,000
Transaction costs			1,183
Net assets of MWC at historical cost			(13,805	)
Excess of purchase price over net assets acquired		$	42,378

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Purchase price (cash consideration)		$	12,100
Transaction costs			92
Net assets of CPI at historical cost			(5,278	)
Excess of purchase price over net assets acquired		$	6,914

4.	Inventories

		September 30,
		2005
Raw materials		$	43,403
Work in process			12,435
Finished goods			10,797
		$	66,635

5.	Stockholders’ Investment

F-8

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		Nine Months Ended
		September 30,
		2005				2004
Net income applicable to common stockholders — basic and diluted		$	36,969			$	11,518
Weighted average number of common shares outstanding			18,885				14,576
Dilutive effect of outstanding stock options and warrants after application of the treasury stock method			274				148
Diluted shares outstanding			19,159				14,724
Basic earnings per share		$	1.96			$	0.79
Diluted earnings per share		$	1.93			$	0.78

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6.	Debt

		September 30,
		2005
Revolving credit facilities, bearing interest at a weighted average rate of 6.8% as of September 30, 2005		$	2,644
Term loans, with principal and interest payable quarterly, bearing interest at a weighted average rate of 6.0% as of September 30, 2005			38,956
Senior notes, with interest payable semi-annually, bearing interest at a rate of 8.0%			150,000
			191,600
Less current maturities			(5,127	)
		$	186,473

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7.	Goodwill and Intangible Assets

8.	Comprehensive Income

Foreign currency translation adjustment		$	1,997
Minimum pension liability			(2,898	)
		$	(901	)

				2005				2004
Net income				$	36,969			$	11,518
Other comprehensive income:
	Foreign currency translation adjustment				(3,231	)			(610	)
	Minimum pension liability adjustment				(505	)			—
		Comprehensive income		$	33,233			$	10,908

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9.	Commitments and Contingencies

Balance — Beginning of period			$	2,408
	Increase due to acquisitions			5,183
	Additional provisions recorded			863
	Deduction for payments made			(1,888	)
	Currency translation adjustment			(26	)
Balance — End of period			$	6,540

			September 30, 2005
											U.S. $
			Local								Equivalent
			Currency				U.S. $				Fair
			Amount				Equivalent				Value
Commitments to sell currencies:
	U.S. dollar		$	(265	)		$	(246	)		$	(265	)
	Eurodollar			45,800				57,560				56,376
	Swedish krona			7,750				1,052				1,003
	Japanese yen			3,950,000				39,692				36,767
	Australian dollar			6,400				4,645				4,851

F-12

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10.	Defined Benefit Plan and Postretirement Benefits

		U.S. Pension Plans								U.K. Pension Plans
		Nine Months								Nine Months Ended
		Ended Sept. 30,								Sept. 30,
		2005				2004				2005				2004
Service cost		$	1,004			$	1,053			$	777			$	885
Interest cost			1,060				1,180				1,433				1,317
Expected return on plan assets			(1,037	)			(1,186	)			(1,486	)			(1,317	)
Recognized actuarial loss			—				250				254				184
Net periodic benefit cost		$	1,027			$	1,297			$	978			$	1,069

11.	Related Party Transactions

12.	Consolidating Guarantor and Non-Guarantor Financial Information

F-13

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F-14

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				Parent				Guarantor				Non-Guarantor
				Company				Companies				Companies				Elimination				Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	23,382			$	1,868			$	—			$	25,250
	Accounts receivable — Net				—				181,876				18,661				(72,026	)			128,511
	Inventories				—				50,399				16,236				—				66,635
	Prepaid expenses and other current assets				—				2,395				1,997				—				4,392
	Deferred income taxes				—				10,167				(223	)			—				9,944
		Total current assets			—				268,219				38,539				(72,026	)			234,732
PROPERTY, PLANT AND EQUIPMENT — Net					—				65,114				5,682				—				70,796
INVESTMENT IN SUBSIDIARIES					335,632				751				19,853				(356,236	)			—
GOODWILL					—				123,196				22,356				—				145,552
DEFERRED INCOME TAXES					—				7,949				1,921				—				9,870
INTANGIBLES AND OTHER ASSETS — Net					—				57,793				4,197				—				61,990
				$	335,632			$	523,022			$	92,548			$	(428,262	)		$	522,940
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt			$	—			$	5,127			$	—			$	—			$	5,127
	Accounts payable				—				117,311				29,412				(72,026	)			74,697
	Accrued liabilities				—				38,219				4,138				—				42,357
		Total current liabilities			—				160,657				33,550				(72,026	)			122,181
LONG-TERM DEBT — Net					—				172,699				13,774				—				186,473
OTHER LONG-TERM LIABILITIES					—				20,142				4,805				—				24,947
		Total liabilities			—				353,498				52,129				(72,026	)			333,601
STOCKHOLDERS’ INVESTMENT					335,632				169,524				40,419				(356,236	)			189,339
				$	335,632			$	523,022			$	92,548			$	(428,262	)		$	522,940

F-15

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			Parent				Guarantor				Non-Guarantor
			Company				Companies				Companies				Elimination				Consolidated
REVENUES			$	—			$	462,236			$	95,036			$	(2,907	)		$	554,365
COST OF SALES				—				379,178				78,906				(2,608	)			455,476
	Gross Profit			—				83,058				16,130				(299	)			98,889
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				—				22,654				9,242				(299	)			31,597
AMORTIZATION EXPENSE				—				217				—				—				217
	Operating Income			—				60,187				6,888				—				67,075
OTHER INCOME				—				(67	)			(3,531	)			—				(3,598	)
INTEREST EXPENSE				—				8,464				996				—				9,460
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—				1,354				171				—				1,525
	Income Before Income Taxes			—				50,436				9,252				—				59,688
PROVISION FOR INCOME TAXES				—				19,693				3,026				—				22,719
NET INCOME			$	—			$	30,743			$	6,226			$	—			$	36,969

F-16

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					Parent				Guarantor				Non-Guarantor
					Company				Companies				Companies				Elimination				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	—			$	30,743			$	6,226			$	—			$	36,969
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				—				7,370				1,556				—				8,926
		Noncash amortization of debt Financing costs				—				534				85				—				619
		Loss on early extinguishment of debt				—				1,354				171				—				1,525
		Deferred income tax provision				—				—				1,361				—				1,361
		Loss on sale of assets				—				72				6				—				78
		Noncash gain on forward exchange contracts				—				—				(3,495	)			—				(3,495	)
		Change in other operating items				—				(19,406	)			178				—				(19,228	)
			Net cash provided by operating activities			—				20,667				6,088				—				26,755
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures					—				(8,217	)			(1,115	)			—				(9,332	)
	Payment for asset acquisition — Net					—				(175,753	)			225				—				(175,528	)
			Net cash used in investing activities			—				(183,970	)			(890	)			—				(184,860	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on capital leases					—				(21	)			—				—				(21	)
	Repayments of revolving credit facility					—				(187,068	)			(16,151	)			—				(203,219	)
	Borrowings under revolving credit facility					—				187,068				14,545				—				201,613
	Repayments of long-term debt					—				(236,209	)			(1,014	)			—				(237,223	)
	Borrowings of long-term debt					—				377,459				—				—				377,459
	Proceeds from issuance of common stock					—				44,937				—				—				44,937
	Other — Net					—				125				—				—				125
			Net cash provided by (used in) financing activities			—				186,291				(2,620	)			—				183,671
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						—				—				(1,712	)			—				(1,712	)
NET INCREASE IN CASH AND CASH EQUIVALENTS						—				22,988				866				—				23,854
CASH AND CASH EQUIVALENTS —
	Beginning of period					—				394				1,002				—				1,396
CASH AND CASH EQUIVALENTS —
	End of period				$	—			$	23,382			$	1,868			$	—			$	25,250

F-17

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			Parent				Guarantor				Non-Guarantor
			Company				Companies				Companies				Elimination				Consolidated
REVENUES			$	—			$	197,612			$	81,581			$	—			$	279,193
COST OF SALES				—				161,131				67,491				—				228,622
	Gross Profit			—				36,481				14,090				—				50,571
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				—				13,309				7,973				—				21,282
NONCASH OPTION ISSUANCE CHARGE				—				10,125				—				—				10,125
AMORTIZATION EXPENSE				—				85				—				—				85
	Operating Income			—				12,962				6,117				—				19,079
OTHER INCOME				—				(1,481	)			(2,552	)			1,500				(2,533	)
INTEREST EXPENSE				—				3,995				1,943				—				5,938
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—				1,605				—				—				1,605
	Income (loss) Before Income Taxes			—				8,843				6,726				(1,500	)			14,069
PROVISION FOR INCOME TAXES				—				276				2,275				—				2,551
NET INCOME (LOSS)			$	—			$	8,567			$	4,451			$	(1,500	)		$	11,518

F-18

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				Parent				Guarantor				Non-Guarantor
				Company				Companies				Companies				Elimination				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	—			$	8,567			$	4,451			$	(1,500	)		$	11,518
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				—				4,635				1,194				—				5,829
	Noncash amortization of debt Financing costs				—				392				16				—				408
	Noncash option issuance charge				—				10,125				—				—				10,125
	Loss on early extinguishment of debt				—				1,031				—				—				1,031
	Deferred income tax provision (benefit)				—				(4,015	)			1,022				—				(2,993	)
	Noncash gain on forward exchange contracts				—				—				(2,554	)			—				(2,554	)
	Noncash interest expense on subordinated debt				—				481				—				—				481
	Change in other operating items				—				(6,557	)			4,227				—				(2,330	)
		Net cash provided by (used in) operating activities			—				14,659				8,356				(1,500	)			21,515
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				—				(2,649	)			(1,252	)			—				(3,901	)
		Net cash used in investing activities			—				(2,649	)			(1,252	)			—				(3,901	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on capital leases				—				(12	)			—				—				(12	)
	Repayments of revolving credit facility				—				(62,125	)			(15,393	)			—				(77,518	)
	Borrowings under revolving credit facility				—				45,775				10,190				—				55,965
	Repayments of long-term debt				—				(78,420	)			(12,755	)			—				(91,175	)
	Borrowings of long-term debt				—				52,000				13,948				—				65,948
	Repayment of subordinated debt				—				(3,112	)			—				—				(3,112	)
	Proceeds from issuance of common stock				—				47,168				—				—				47,168
	Other — Net				—				(2,240	)			750				1,500				10
		Net cash provided by (used in) financing activities			—				(966	)			(3,260	)			1,500				(2,726	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS					—				—				(624	)			—				(624	)
NET INCREASE IN CASH AND CASH EQUIVALENTS					—				11,044				3,220				—				14,264
CASH AND CASH EQUIVALENTS —
	Beginning of period				—				2,025				1,461				—				3,486
CASH AND CASH EQUIVALENTS —
	End of period			$	—			$	13,069			$	4,681			$	—			$	17,750

F-19

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F-20

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					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
Investment in subsidiaries
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

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				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

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Table of Contents

																									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

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						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

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1.	Organization and Background

2.	Significant Accounting Policies

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		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

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

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			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

		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

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			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

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

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			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

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3.	Accrued Liabilities

		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

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		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

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5.	Restructuring and Integration

							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

							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

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6.	Debt

		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

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

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7.	Subordinated Debt

8.	Income Taxes

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

			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

			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

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				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

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9.	Segment Reporting

		Years Ended December 31,
		2002								2003								2004
						Long-lived								Long-lived								Long-lived
		Revenues				Assets				Revenues				Assets				Revenues				Assets
United States		$	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

			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

10.	Major Customers

		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

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11.	Commitments and Contingencies

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

12.	Defined Benefit Plan and Postretirement Benefits

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Table of Contents

				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	)

		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

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														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

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

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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

	•	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.

																		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

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

15.	Consolidating Guarantor and Non-Guarantor Financial Information

F-41

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												Non-
				Parent				Guarantor				Guarantor
				Company				Companies				Companies				Elimination				Consolidated
				(Amounts in thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	394			$	1,002				—			$	1,396
	Accounts receivable, net				—				74,506				17,844				(46,083	)			46,267
	Inventories				—				22,346				14,590				—				36,936
	Prepaid expenses and other current assets				—				3,585				2,496				—				6,081
	Deferred income taxes				—				6,913				1,288				—				8,201
		Total current assets			—				107,744				37,220				(46,083	)			98,881
PROPERTY, PLANT AND EQUIPMENT — NET					—				26,918				6,047				—				32,965
Investment in subsidiaries					192,920				750				18,088				(211,758	)			—
GOODWILL					—				60,293				24,422				—				84,715
DEFERRED INCOME TAXES					—				4,645				1,256				—				5,901
OTHER ASSETS, net					—				1,869				1,307				—				3,176
					192,920				202,219				88,340				(257,841	)			225,638
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt				—				4,884				—				—				4,884
	Accounts payable				—				52,382				27,547				(46,083	)			33,846
	Accrued liabilities				—				15,374				3,050				—				18,424
		Total current liabilities			—				72,640				30,597				(46,083	)			57,154
LONG-TERM DEBT, net of current maturities					—				31,258				17,783				—				49,041
OTHER LONG-TERM LIABILITIES					—				4,552				3,845				—				8,397
		Total liabilities			—				108,450				52,225				(46,083	)			114,592
STOCKHOLDERS’ INVESTMENT					192,920				93,769				36,115				(211,758	)			111,046
				$	192,920			$	202,219			$	88,340			$	(257,841	)		$	225,638

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											Non-
			Parent				Guarantor				Guarantor
			Company				Companies				Companies				Elimination				Consolidated
			(Amounts in thousands)
REVENUES			$	—			$	273,518			$	107,985			$	(1,058	)		$	380,445
COST OF SALES				—				222,079				88,675				(1,058	)			309,696
	Gross profit			—				51,439				19,310				—				70,749
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				—				17,748				11,237				—				28,985
NONCASH OPTION ISSUANCE CHARGE				—				10,125				—				—				10,125
AMORTIZATION EXPENSE				—				107				—				—				107
	Operating income			—				23,459				8,073				—				31,532
OTHER (INCOME) EXPENSE				—				(1,457	)			(1,290	)			1,500				(1,247	)
INTEREST EXPENSE				—				4,879				2,365				—				7,244
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—				1,605				—				—				1,605
	Income before provision for income taxes			—				18,432				6,998				(1,500	)			23,930
PROVISION (BENEFIT) FOR INCOME TAXES				—				6,383				98				—				6,481
NET INCOME			$	—			$	12,049			$	6,900			$	(1,500	)		$	17,449

F-43

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													Non-
					Parent				Guarantor				Guarantor
					Company				Companies				Companies				Elimination				Consolidated
					(Amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)					—			$	12,049			$	6,900				(1,500	)		$	17,449
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				—				6,086				1,481				—				7,567
		Noncash amortization of debt financing costs				—				478				44				—				522
		Noncash option issuance charge				—				10,125				—				—				10,125
		Loss on early extinguishment of debt				—				1,031				—				—				1,031
		Deferred income tax provision				—				1,643				(303	)			—				1,340
		Noncash (gain) loss on forward exchange contracts				—				—				(1,291	)			—				(1,291	)
		Noncash interest expense on subordinated debt				—				481				—				—				481
		Change in other operating items				—				(3,889	)			842				—				(3,047	)
			Net cash provided by operating activities			—				28,004				7,673				(1,500	)			34,177
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures (net)					—				(6,392	)			(2,515	)			—				(8,907	)
			Net cash used in investing activities			—				(6,392	)			(2,515	)			—				(8,907	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock — net					—				47,105				—				—				47,105
	Repayment of revolving credit facility					—				(62,125	)			(18,450	)			—				(80,575	)
	Borrowings under revolving credit facility					—				45,775				12,317				—				58,092
	Long-term borrowings					—				52,000				14,061				—				66,061
	Repayments of long-term borrowings					—				(100,781	)			(15,250	)			—				(116,031	)
	Proceeds from issuance (repayment) of subordinated debt					—				(3,112	)			—				—				(3,112	)
	Payments on capital leases					—				(15	)			—				—				(15	)
	Debt issuance costs and other — net					—				(2,202	)			750				1500				48
			Net cash used in financing activities			—				(23,355	)			(6,572	)			1,500				(28,427	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						—				112				955				—				1,067
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						—				(1,631	)			(459	)			—				(2,090	)
CASH AND CASH EQUIVALENTS:
	Beginning of year					—				2,025				1,461				—				3,486
	End of year					—			$	394			$	1,002				—			$	1,396

F-44

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												Non-
				Parent				Guarantor				Guarantor
				Company				Companies				Companies				Elimination				Consolidated
				(Amounts in thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	2,025			$	1,461			$	—			$	3,486
	Accounts receivable, net				—				40,073				15,896				(15,758	)			40,211
	Inventories				—				18,051				11,616				—				29,667
	Prepaid expenses and other current assets				—				2,294				1,460				—				3,754
	Deferred income taxes				—				5,635				360				—				5,995
		Total current assets			—				68,078				30,793				(15,758	)			83,113
PROPERTY, PLANT AND EQUIPMENT — NET					—				28,787				4,705				—				33,492
Investment in subsidiaries					116,647				—				17,713				(134,360	)			—
GOODWILL					—				60,293				22,579				—				82,872
DEFERRED INCOME TAXES					—				7,755				1,256				—				9,011
OTHER ASSETS, net					—				1,660				347				—				2,007
					116,647				166,573				77,393				(150,118	)			210,495
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt				—				15,231				—				—				15,231
	Accounts payable				—				18,916				20,152				(15,758	)			23,310
	Accrued liabilities				—				12,354				4,002				—				16,356
		Total current liabilities			—				46,501				24,154				(15,758	)			54,897
LONG-TERM DEBT, net of current maturities					—				77,649				23,555				—				101,204
SUBORDINATED DEBT DUE TO RELATED PARTIES					—				11,039				—				—				11,039
OTHER LONG-TERM LIABILITIES					—				5,176				3,373				—				8,549
		Total liabilities			—				140,365				51,082				(15,758	)			175,689
STOCKHOLDERS’ INVESTMENT					116,647				26,208				26,311				(134,360	)			34,806
				$	116,647			$	166,573			$	77,393			$	(150,118	)		$	210,495

F-45

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											Non-
			Parent				Guarantor				Guarantor
			Company				Companies				Companies				Elimination				Consolidated
			(Amounts in thousands)
REVENUES			$	—			$	201,132			$	86,447			$	—			$	287,579
COST OF SALES				—				167,072				70,812				—				237,884
	Gross profit			—				34,060				15,635				—				49,695
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				—				16,018				8,263				—				24,281
AMORTIZATION EXPENSE				—				185				—				—				185
	Operating income			—				17,857				7,372				—				25,229
(GAIN) LOSS ON FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS				—				—				3,230				—				3,230
INTEREST EXPENSE				—				7,164				2,632				—				9,796
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—				2,972				—				—				2,972
	Income before provision for income taxes			—				7,721				1,510				—				9,231
PROVISION FOR INCOME TAXES				—				4,095				1,172				—				5,267
NET INCOME			$	—			$	3,626			$	338			$	—			$	3,964

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													Non-
					Parent				Guarantor				Guarantor
					Company				Companies				Companies				Elimination				Consolidated
					(Amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)					—			$	3,626			$	338				—			$	3,964
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				—				6,906				1,200				—				8,106
		Noncash amortization of debt financing costs				—				498				—				—				498
		Loss on early extinguishment of debt				—				2,151				—				—				2,151
		Deferred income tax provision				—				2,591				(1,292	)			—				1,299
		Noncash (gain) loss on forward exchange contracts				—				—				3,230				—				3,230
		Noncash interest expense on subordinated debt				—				756				—				—				756
		Change in other operating items				—				(5,515	)			(4,047	)			—				(9,562	)
			Net cash provided by operating activities			—				11,013				(571	)			—				10,442
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures					—				(3,553	)			(2,414	)			—				(5,967	)
			Net cash used in investing activities			—				(3,553	)			(2,414	)			—				(5,967	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment of revolving credit facility					—				(63,404	)			(11,904	)			—				(75,308	)
	Borrowings under revolving credit facility					—				63,475				15,860				—				79,335
	Repayments of long-term borrowings					—				(6,302	)			(466	)			—				(6,768	)
	Payments on capital leases					—				(20	)			—				—				(20	)
			Net cash used in financing activities			—				(6,251	)			3,490				—				(2,761	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						—				—				135				—				135
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						—				1,209				640				—				1,849
CASH AND CASH EQUIVALENTS:
	Beginning of year					—				817				820								1,637
	End of year					—			$	2,026			$	1,460							$	3,486

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											Non-
			Parent				Guarantor				Guarantor
			Company				Companies				Companies				Eliminations				Consolidated
			(Amounts in thousands)
REVENUES			$	—			$	229,706			$	68,972			$	—			$	298,678
COST OF SALES				—				192,402				56,779				—				249,181
	Gross profit			—				37,304				12,193				—				49,497
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				—				18,248				5,704				—				23,952
AMORTIZATION EXPENSE				—				122				—				—				122
	Operating income			—				18,934				6,489				—				25,423
LOSS ON FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS				—				—				1,098				—				1,098
INTEREST EXPENSE				—				9,759				3,181				—				12,940
	Income before provision for income taxes and cumulative effect of change in accounting			—				9,175				2,210				—				11,385
PROVISION (BENEFIT) FOR INCOME TAXES				—				5,060				175				—				5,235
	Income before cumulative effect of change in accounting			—				4,115				2,035				—				6,150
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING				—				(51,630	)			—				—				(51,630	)
NET INCOME (LOSS)			$	—			$	(47,515	)		$	2,035			$	—			$	(45,480	)

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					Parent				Guarantor				Non-Guarantor
					Company				Companies				Companies				Eliminations				Consolidated
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)					—			$	(47,515	)		$	2,035				—			$	(45,480	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				—				7,694				988				—				8,682
		Noncash amortization of debt financing costs				—				647				—				—				647
		Deferred income tax provision				—				3,810				457				—				4,267
		Noncash (gain) loss on forward exchange contracts				—				—				1,098				—				1,098
		Cumulative effect of change in accounting				—				51,630				—				—				51,630
		Noncash interest expense on subordinated debt				—				525				—				—				525
		Change in other operating items:				—				423				(3,620	)			—				(3,197	)
			Net cash provided by operating activities							17,214				958								18,172
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures									(3,322	)			(1,615	)							(4,937	)
			Net cash used in investing activities							(3,322	)			(1,615	)							(4,937	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock — net					—				54				—				—				54
	Repayment of revolving credit facility					—				(74,227	)			(9,866	)			—				(84,093	)
	Borrowings under revolving credit facility					—				68,201				12,464				—				80,665
	Long-term borrowings					—				449				20								469
	Repayments of long-term borrowings					—				(12,293	)			(2,054	)							(14,347	)
	Proceeds from issuance (repayment) of subordinated debt					—				2,500				—				—				2,500
	Payments on capital leases					—				16				(89	)			—				(73	)
			Net cash used in financing activities			—				(15,300	)			475								(14,825	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						—				—				82								82
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						—				(1,408	)			(100	)							(1,508	)
CASH AND CASH EQUIVALENTS:
	Beginning of year					—				2,225				920								3,145
	End of year					—			$	817			$	820							$	1,637

16.	Subsequent Events

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F-50

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F-51

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		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

		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

		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

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F-53

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F-54

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				2004				2003
				(In thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	12,675			$	5,184
	Accounts receivable — net of reserve for doubtful accounts of $739 and $274, respectively				31,382				20,474
	Inventories				9,732				6,932
	Tooling				1,776				1,829
	Deferred income taxes				6,971				5,680
	Other current assets				2,368				1,728
		Total current assets			64,904				41,827
PROPERTY, PLANT AND EQUIPMENT
	Land and buildings				26,607				26,300
	Machinery and equipment				45,220				42,416
	Furniture & fixtures				931				2,142
	Computer equipment/software				7,513				6,814
	Construction in progress				651				1,160
	Less accumulated depreciation				(44,768	)			(40,273	)
		Property, plant and equipment — net			36,154				38,559
OTHER ASSETS					437				421
				$	101,495			$	80,807
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	17,447			$	15,045
	Accrued liabilities				23,348				16,120
		Total current liabilities			40,795				31,165
OTHER LONG-TERM LIABILITIES
	Pension				7,769				6,666
	Retiree medical				3,968				4,119
	Deferred income taxes				1,779				1,331
		Total other long-term liabilities			13,516				12,116
		Total liabilities			54,311				43,281
COMMITMENTS AND CONTINGENCIES (Notes 7 and 8)
DIVISIONAL EQUITY:
	Divisional equity				49,976				39,944
	Other comprehensive loss				(2,792	)			(2,418	)
		Total divisional equity			47,184				37,526
				$	101,495			$	80,807

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			2004				2003				2002
			(In thousands)
REVENUES			$	206,457			$	136,133			$	102,433
COST OF SALES				181,209				127,735				101,756
	Gross profit			25,248				8,398				677
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				3,659				3,034				3,782
	Operating income (loss)			21,589				5,364				(3,105	)
INTEREST INCOME				170				100				149
OTHER (EXPENSE) INCOME				(765	)			1,715				171
ROYALTY AND MANAGEMENT FEES				—				(3,776	)			(2,784	)
	Income (loss) before provision (benefit) for income taxes			20,994				3,403				(5,569	)
PROVISION (BENEFIT) FOR INCOME TAXES				7,865				1,338				(1,921	)
NET INCOME (LOSS)			$	13,129			$	2,065			$	(3,648	)

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				Divisional				Accumulated Other
				Equity				Comprehensive Loss				Total
				(In thousands)
BALANCE — December 31, 2001				$	65,356			$	(393	)		$	64,963
	Net loss				(3,648	)			—				—
	Additional minimum pension liability				—				(2,332	)			—
		Total comprehensive loss											(5,980	)
	Advances to related parties (Note 4)				(11,106	)			—				(11,106	)
BALANCE—December 31, 2002					50,602				(2,725	)			47,877
	Net income				2,065				—				—
	Additional minimum pension liability				—				307				—
		Total comprehensive income											2,372
	Advances to related parties (Note 4)				(12,723	)			—				(12,723	)
BALANCE—December 31, 2003					39,944				(2,418	)			37,526
	Net income				13,129				—				—
	Additional minimum pension liability				—				(374	)			—
		Total comprehensive income											12,755
	Advances to related parties (Note 4)				(3,097	)			—				(3,097	)
BALANCE — December 31, 2004				$	49,976			$	(2,792	)		$	47,184

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					2004				2003				2002
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	13,129			$	2,065			$	(3,648	)
	Depreciation and amortization					4,927				5,171				5,017
	Loss (gain) on sale of assets					21				135				(638	)
	Deferred taxes					(843	)			(124	)			(3,265	)
	Pension asset					(16	)			52				11
Change in other operating items:
		Receivables				(10,908	)			(5,965	)			254
		Inventories				(2,800	)			2,398				(52	)
		Accounts payable				2,402				8,817				(298	)
		Accrued liabilities				7,229				4,125				720
		Other				(9	)			(1,953	)			2,053
			Net cash provided by operating activities			13,132				14,721				154
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(2,634	)			(1,748	)			(1,452	)
	Other					90				705				1,624
			Net cash provided by (used) in investing activities			(2,544	)			(1,043	)			172
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances to related parties (Note 4)					(3,097	)			(12,723	)			(11,106	)
	Collections on intercompany receivable					—				3,784				4,215
			Net cash used in financing activities			(3,097	)			(8,939	)			(6,891	)
	Net increase (decrease) in cash and cash equivalents					7,491				4,739				(6,565	)
	Cash and cash equivalents — beginning of year					5,184				445				7,010
	Cash and cash equivalents — end of year				$	12,675			$	5,184			$	445
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for income taxes				$	146			$	112			$	62

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1.	Organization and Background

2.	Significant Accounting Policies

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		2004				2003
Raw materials		$	4,709			$	2,597
Work in process			5,183				4,650
Finished goods			340				528
Less: Inventory reserves			(500	)			(843	)
		$	9,732			$	6,932

Buildings and Improvements			12 to 40 years
Machinery and Equipment			3 to 20 years
Furniture and Fixtures			3 to 5 years
Computer Equipment/Software			3 to 8 years

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			2004				2003
Balance — Beginning of the year			$	3,917			$	2,916
	Additional provisions recorded			1,594				1,986
	Deduction for payments made			(742	)			(985	)
Balance — End of year			$	4,769			$	3,917

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3.	Accrued Liabilities

		2004				2003
Payroll Accruals		$	1,143			$	868
Health Insurance			761				889
Workers’ Compensation			1,020				939
Warranty Reserve			4,769				3,917
Income Taxes			10,031				1,459
Royalty and Management Fees to Mayflower plc			—				3,776
Other			5,624				4,272
		$	23,348			$	16,120

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4.	Related Party Transactions

5.	Income Taxes

		2004				2003				2002
Federal provision at statutory rate		$	7,348			$	1,157			$	(1,893	)
State taxes, net of federal benefits			501				167				(43	)
Other			16				14				15
Provision (benefit) for income taxes		$	7,865			$	1,338			$	(1,921	)

		2004				2003				2002
Current		$	8,482			$	1,640			$	(10	)
Deferred			(617	)			(302	)			(1,911	)
Provision (benefit) for income taxes		$	7,865			$	1,338			$	(1,921	)

			2004				2003
Current deferred tax assets:
	Accounts receivable		$	228			$	68
	Inventory			187				169
	Warranty costs			1,548				1,289
	Other accruals not currently deductible for tax purposes			5,008				4,154
Net current deferred assets			$	6,971			$	5,680
Noncurrent deferred tax liabilities:
	Amortization lives and methods		$	(4,594	)		$	(3,782	)
	Pension obligations			2,815				2,451
Net noncurrent deferred tax liabilities			$	(1,779	)		$	(1,331	)

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6.	Major Customers

		2004				2003				2002
International			42.4	%			30.6	%			5.5	%
Freightliner			15.2				18.1				23.6
Mack			24.6				27.6				40.9
Ford			7.4				12.1				—

7.	Commitments and Contingencies

Year Ending December 31
2005		$	614
2006			325
2007			175
2008			172
2009			114

8.	Defined Benefit Plan and Postretirement Benefits

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			2004				2003
Defined Benefit Plans:
	Prepaid		$	426			$	530
	Pension Asset			437				421
	Liability			(7,769	)			(6,666	)
Post Retirement Benefit Plan — Liability			$	(3,968	)		$	(4,119	)

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				Pension Plans
				2004				2003
Change in benefit obligation:
	Benefit obligation beginning of year			$	26,500			$	25,515
	Service costs				1,407				1,348
	Interest				1,577				1,465
	Plan amendments				352				—
	Curtailments				(728	)			—
	Benefits paid				(874	)			(827	)
	Actuarial (gain)/ loss				1,131				(1,001	)
		Projected benefit obligation at end of year		$	29,365			$	26,500
Change in plan assets:
	Fair value of plan assets at beginning of year			$	17,572			$	13,322
	Actual return on plan assets				1,355				2,167
	Employer contributions				927				2,962
	Benefits paid				(874	)			(827	)
	Administrative expenses				(80	)			(52	)
		Fair value of plan assets at end of year		$	18,900			$	17,572
Reconciliation of funded status:
	Projected benefit obligation			$	29,365			$	26,500
	Fair value of plan assets funded status				18,900				17,572
	Funded status			$	(10,465	)		$	(8,928	)
	Unrecognized prior service cost				429				487
	Unrecognized net (gain)/ loss				6,990				6,201
(Accrued pension liability)/ prepaid before minimum liability recognition				$	(3,046	)		$	(2,240	)
	Less: accrued pension liability related to South Charleston				559				345
Adjustments required to recognize minimum liability:
	Intangible asset				(437	)			(421	)
	Accumulated other comprehensive loss				(4,419	)			(3,820	)
(Accrued pension liability)/ prepaid pension cost after minimum liability recognition				$	(7,343	)		$	(6,136	)

				2004				2003				2002
Net periodic benefit cost:
	Service cost			$	1,407			$	1,348			$	1,242
	Interest cost				1,577				1,465				1,543
	Expected return on plan assets				(1,587	)			(1,320	)			(1,128	)
	Amortization of prior service cost				77				52				53
	Amortization gain				258				252				120
		Net periodic benefit cost		$	1,732			$	1,797			$	1,830

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Year
2005		$	935
2006			1,000
2007			1,081
2008			1,165
2009			1,282
Thereafter			9,333

		2004				2003
Discount rate			6.0	%			6.5	%
Expected return on plan assets			9.0	%			9.0	%
Rate of compensation increase			3.5	%			3.5	%

			2004				2003
Fixed income				40	%			45	%
Equities				60	%			55	%
	Total			100	%			100	%

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				Retiree Medical
				2004				2003
Change in benefit obligation:
	Benefit obligation beginning of year			$	5,383			$	6,756
	Experience (gain)/ loss				59				(2,080	)
	Change in actuarial assumptions				227				332
	Benefit accumulation				567				612
	Paid claims				(660	)			(237	)
	Plan settlement or curtailment (South Charleston)				(1,042	)			—
		Benefit obligation end of year		$	4,534			$	5,383
Financial statement disclosure:
	Unfunded accumulated benefit obligation			$	4,534			$	5,383
	Unrecognized prior service (cost) benefit				88				(136	)
	Unrecognized net loss				(654	)			(122	)
	Accrued postretirement cost				3,968				5,125
	Less: amount related to South Charleston				—				(1,006	)
				$	3,968			$	4,119
Reconciliation of accrued cost:
	Accrued cost beginning of year			$	5,126			$	4,770
	Net periodic postretirement benefit cost for period				544				592
	Actual net employers paid claims				(660	)			(237	)
	Plan settlement or curtailment (South Charleston)				(1,042	)			—
Accrued costs end of period				$	3,968			$	5,125
Discount rate					5.7	%			6.0	%

				2004				2003				2002
Net periodic benefit cost:
	Service cost			$	287			$	330			$	391
	Interest cost				281				282				386
	Net amortization				(24	)			(20	)			66
		Net periodic benefit cost		$	544			$	592			$	843

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