Execution Version AMENDMENT NO 1. TO PLEDGE AGREEMENT This AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this "Amendment") to Pledge Agreement ("Pledge Agreement") is entered into as of November 14, 2001 (the "Effective Date") by KINRO HOLDING, INC., a New...Pledge Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
KINRO, INC. LIPPERT COMPONENTS, INC. LIPPERT TIRE & AXLE, INC.Note Purchase Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.172 - $25,000,000 Revolving Credit Facility $25,000,000 Revolving Credit Facility CREDIT AGREEMENTCredit Agreement • March 31st, 1998 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
EXECUTION COPY Exhibit 10.167 Pledge Agreement PLEDGE AGREEMENT This PLEDGE AGREEMENT is made as of January 28, 1998 by DREW INDUSTRIES, INCORPORATED, a Delaware corporation, as pledgor (the "Pledgor") and THE CHASE MANHATTAN BANK, as trustee (the...Pledge Agreement • March 31st, 1998 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
LCI INDUSTRIES AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 13, 2021 1.125% Convertible Senior Notes due 2026Indenture • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories • New York
INDENTURE dated as of May 13, 2021 between LCI Industries, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Exhibit 10.184 SUPPLEMENT dated as of November 13, 2001 to the Pledge and Security Agreement as amended and restated as of the date hereof (as further amended, supplemented, or modified from time to time, the "Pledge Agreement") dated as of January...Pledge and Security Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
Exhibit 10.183 SUPPLEMENT dated as of November 13, 2001 to the Subordination Agreement (as amended, supplemented, or modified from time to time, the "Subordination Agreement") made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the...Subordination Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 15 day of February, 1996 by and among Drew Industries Incorporated, a Delaware corporation (the "Company"), Shoals Supply, Inc., an Alabama corporation ("Shoals"), and Lecil V....Registration Rights Agreement • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products • Delaware
Exhibit 10.191 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Second Amendment dated as of December 31, 2002 (this "Second Amendment") to the Amended and Restated Credit Agreement dated as of November 13, 2001 among Kinro, Inc., an Ohio...Credit Agreement • March 28th, 2003 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.192 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • March 28th, 2003 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
This Note is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of January 28, 1998, as amended and restated as of November 13, 2001 and as further amended as of February 15, 2002 and as of December 31, 2002 (as so amended, the "Credit Agreement") among the Borrowers, the Lenders party thereto and JPMorgan Chase Bank as Administrative Agent, is secured as provided therein and in the Security Documents, is entitled to the benefits of the Guarantee Agreements as provided in the Credit Agreement and the Guarantee Agreements, and is subject to optional and mandatory prepayment as set forth in the Credit Agreement. Any amounts owing under the Amended And Restated Revolving Credit Note dated as of November 13, 2001 and issued under the Credit Agreement, which this Note replaces and is substituted for, shall continue to be owing under this Note in all respects.
ARTICLE I.Security Agreement • June 25th, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT and PLAN OF MERGER dated this 7th day of October, 1997 (the "Effective Date") by and among Drew Industries Incorporated, a Delaware corporation ("Drew"), Lippert Acquisition Corp., a Delaware corporation...Merger Agreement • October 22nd, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • Delaware
BILL OF SALEBill of Sale • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and intending to be legally bound hereby, Shoals Supply, Inc., an Alabama corporation (the "Seller"), does hereby grant, convey, transfer, sell, assign and deliver to Drew Industries Incorporated, a Delaware corporation (the "Buyer"), its successors and assigns, all of the Seller's right, title and interest in and to all the Assets, as defined in Section 1 of the Asset Purchase Agreement dated as of even date herewith among the Seller, the Shareholder (as defined therein) and the Buyer (the "Purchase Agreement"), incorporated herein by reference. Without limiting the foregoing in any manner, the Assets include the Assets described on Annex A hereto.
ContractBase Call Option Transaction • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories
Certain account details on page 17 have been redacted as they are both 1) immaterial and 2) the type of information that the Registrant customarily treats as private and confidential. Redacted information is indicated with [***].
RECITALSSubsidiary Guaranty • March 31st, 1998 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
ARTICLE ILease Agreement • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 7th day of October, 1997 by and among Drew Industries Incorporated, a Delaware corporation ("Drew"), and the persons and entities set forth on the signature page hereto...Registration Rights Agreement • October 22nd, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • Delaware
Exhibit 4.01-1 to Credit Agreement Exhibit 10.176 - Subsidiary Guarantee Agreement SUBSIDIARY GUARANTEE AGREEMENT dated as of January 28, 1998 made by each direct and indirect subsidiary of DREW INDUSTRIES INCORPORATED, a Delaware corporation, (other...Subsidiary Guarantee Agreement • March 31st, 1998 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.66 - EMPLOYMENT AGREEMENT AGREEMENT made the 31st day of March, 1996, effective as of January 1, 1996, by and between KINRO, Inc. (the "Corporation") and DAVID L. WEBSTER (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive is and...Employment Agreement • March 28th, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
AGREEMENT made the 31st day of March, 1996, effective as of January 1, 1996, by and between KINRO, Inc. (the "Corporation") and DAVID L. WEBSTER (the "Executive").
ContractAdditional Call Option Transaction • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories
Certain account details on page 17 have been redacted as they are both 1) immaterial and 2) the type of information that the Registrant customarily treats as private and confidential. Redacted information is indicated with [***].
Execution Version SUPPLEMENT TO SUBORDINATION AGREEMENT This SUPPLEMENT dated as of November 14, 2001 (this "Supplement") to the Subordination Agreement dated as of January 28, 1998 (as amended, supplemented, or modified from time to time, the...Subordination Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
INDEMNITY ESCROW AGREEMENT AGREEMENT dated the 7th day of October, 1997 by and among the L. Douglas Lippert Living Trust, dated June 6, 1989, a shareholder of Lippert Components, Inc., a Pennsylvania corporation (the "Shareholder"), Drew Industries...Indemnity Escrow Agreement • October 22nd, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • Delaware
ContractCall Option Transaction • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories
Certain account details on page 17 have been redacted as they are both 1) immaterial and 2) the type of information that the Registrant customarily treats as private and confidential. Redacted information is indicated with [***].
WITNESSETH:Employment Agreement • March 27th, 2002 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 10th, 2012 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Agreement made and entered into as of April 9, 2012 by and between Fredric M. Zinn (“Executive”) and Drew Industries Incorporated, a Delaware corporation (the “Company”).
Exhibit 4.01-6 to the Credit Agreement SUPPLEMENTAL SECURITY AGREEMENT dated as of May 15, 1997 among Kinro, Inc., an Ohio corporation and Shoals Supply, Inc., a Delaware corporation (each, a "Borrower"), the other parties listed on the signature...Supplemental Security Agreement • June 25th, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim • New York
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT AGREEMENT made this 7th day of October, 1997, by and between Lippert Components, Inc., a Delaware corporation (the "Corporation") and L. Douglas Lippert (the "Executive"). W I T N E S S E T H:...Executive Employment and Non-Competition Agreement • October 22nd, 1997 • Drew Industries Incorporated • Metal doors, sash, frames, moldings & trim
ContractPurchase Agreement • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories • New York
In connection with the offering of the Underwritten Securities, the Company is separately entering into a convertible note hedge transaction and a warrant transaction with each of certain financial institutions, which may include one or more of the Initial Purchasers or their respective affiliates (the “Call Spread Counterparties”), in each case pursuant to a convertible note hedge confirmation (each, a “Base Bond Hedge Confirmation”) and a warrant confirmation (each, a “Base Warrant Confirmation” and, together with the Base Bond Hedge Confirmations, the “Base Call Spread Confirmations”), respectively, each to be dated the date hereof, and in connection with any exercise by the Initial Purchasers of their option to purchase any Option Securities, the Company and each of the Call Spread Counterparties may enter into an additional convertible note hedge transaction and an additional warrant transaction pursuant to an additional convertible note hedge confirmation (each, an “Additional Bo
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • March 5th, 2013 • Drew Industries Inc • Motor vehicle parts & accessories • Indiana
AGREEMENT made this 4th day of March, 2013, by and between Drew Industries Incorporated, a Delaware corporation (“Drew”), Lippert Components Manufacturing, Inc., a Delaware corporation (“LCM”), Kinro Manufacturing, Inc., a Delaware corporation (“KMI,” and together with LCM, the “Corporations”) and Scott T. Mereness (the “Executive”).
NOTEFourth Amended and Restated Credit Agreement • December 19th, 2018 • Lci Industries • Motor vehicle parts & accessories
FOR VALUE RECEIVED, the undersigned (each, a “Borrower” and collectively, the “Borrowers”) hereby promises to pay to U.S. BANK NATIONAL ASSOCIATION or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to such Borrower under that certain Fourth Amended and Restated Credit Agreement, dated as of December 14, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among LCI Industries, the Borrowers, each other Foreign Borrower party thereto, the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • March 14th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • California
AGREEMENT made this day of May, 2004, by and between Zieman Manufacturing Company, a California corporation (the “Corporation”) and Eric Day (the “Executive”).
LIPPERT COMPONENTS, INC. Guaranteed By: FIFTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF NOVEMBER 11, 2019 $50,000,000 3.80% SERIES B SENIOR NOTES DUE MARCH 29, 2022 and $200,000,000 REVOLVING PRIVATE SHELF FACILITYNote Purchase and Private Shelf Agreement • November 14th, 2019 • Lci Industries • Motor vehicle parts & accessories • New York
1A. Background. The Obligors, Prudential and each of the Series B Purchasers are parties to that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016 (as amended to date, the “Existing Agreement”), pursuant to which the Issuer issued its 3.35% Series A Senior Notes due March 20, 2020, in the aggregate original principal amount of $50,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor pursuant to paragraph 13D, the “Series A Notes”). On March 29, 2019, the Issuer refinanced the Series A Notes and issued its 3.80% Series B Senior Notes due March 29, 2022 (the “Series B Notes”) pursuant to the shelf facility under the Existing Agreement, the proceeds of which were applied to repay the Series A Notes in full.
ContractGrantor Trust Agreement • February 28th, 2017 • Lci Industries • Motor vehicle parts & accessories
This Grantor Trust Agreement (the “Trust Agreement”) is made this 20th day of December, 2016 and effective the 15th day of January, 2017 by and between LCI INDUSTRIES (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
PRUDENTIAL INVESTMENT MANAGEMENT, INC., having an office at c/o Prudential Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, New York 10036 (“Prudential”) and each Prudential Affiliate (as hereinafter defined) that hereafter purchases any Senior Notes (as hereinafter defined) and has executed a joinder hereto in accordance with Section 12(e) hereof (together with Prudential, their respective successors and assigns that execute a joinder hereto and future holders from time to time of the Senior Notes, collectively, the “Holders”) (provided, however that any such Prudential Affiliate shall in any event be deemed for the purposes hereof to have executed such joinder upon becoming such a holder and shall be subject to and entitled to the benefits of the terms hereof);
SECOND AMENDED AND RESTATED PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
Reference is hereby made to (i) that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement of even date herewith (as the same from time to time may be amended, restated, supplemented or otherwise modified, the “Note Agreement”), by and among the Issuer and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, among other things, (A) the Issuer issued and sold to the Series A Purchasers its 3.35% Series A Senior Notes due March 20, 2020, in the aggregate original principal amount of $50,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor, collectively, the “Series A Notes”) and (B) subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits whic
