LIPPERT COMPONENTS, INC. (as successor to the merger with Kinro, Inc.) Guaranteed By: DREW INDUSTRIES INCORPORATED FOURTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF APRIL 27, 2016 $150,000,000 PRIVATE SHELF FACILITY OF...Note Purchase and Private Shelf Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
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
FORM OF SHELF NOTE] LIPPERT COMPONENTS, INC. SENIOR NOTESenior Note • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories
No. R-[__] Original Principal Amount: Original Issue Date: Interest Rate: Interest Payment Dates: Final Maturity Date: Principal Installment Dates and Amounts: PPN:
FOURTH AMENDED AND RESTATED COMPANY GUARANTEECompany Guarantee • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
AGREEMENT dated as of April 27, 2016 made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Guarantor”), with and in favor of JPMORGAN CHASE BANK, N.A., a national association, as agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security 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, dated as of April 27, 2016 (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 PGIM, Inc. (“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 (such affiliates, together with Prudential, the Ser
NOTEThird Amended and Restated Credit Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories
FOR VALUE RECEIVED, the undersigned (each, a “Borrower” and collectively, the “Borrowers”) hereby promises to pay to ________________________ 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 Third Amended and Restated Credit Agreement, dated as of April 27, 2016 (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 Drew Industries Incorporated, the Borrowers, each other Foreign Borrower party thereto, the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.
ContractSubordination Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
FOURTH AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of April 27, 2016 made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Company”) and each direct and indirect Subsidiary of the Company that is a signatory hereto (each, together with the Company, a “Subordinated Creditor”), with and in favor of JPMORGAN CHASE BANK, N.A. as agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
ContractSubsidiary Guarantee Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
FOURTH AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of April 27, 2016 made by each direct and indirect subsidiary of DREW INDUSTRIES INCORPORATED, a Delaware corporation (“Drew”), that becomes a party hereto as a guarantor hereunder (each, a “Guarantor”), with and in favor of JPMORGAN CHASE BANK, N.A., a national association, as agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
ContractPledge and Security Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of April 27, 2016, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Company”), LIPPERT COMPONENTS, INC., a Delaware corporation (“Lippert”), DSI ACQUISITION CORP., an Indiana corporation (“DSI”), INNOVATIVE DESIGN SOLUTIONS, INC., a Michigan corporation (“IDS”), KINRO TEXAS INC., a Texas corporation (“Kinro”), KM REALTY, LLC, an Indiana limited liability company (“KM”), KM REALTY II, LLC, an Indiana limited liability company (“KM II”), LCM REALTY, LLC, an Indiana limited liability company (“LCM I”), LCM REALTY II, LLC, an Indiana limited liability company (“LCM II”), LCM REALTY III, LLC, an Indiana limited liability company (“LCM III”), LCM REALTY IV, LLC, an Indiana limited liability company (“LCM IV”), LCM REALTY V, LLC, a Michigan limited liability company (“LCM V”), LCM REALTY VI, LLC, an Indiana limited liability company (“LCM VI”), LCM REALTY VII, LLC, an Indiana limited liability company (“LCM V
THIRD AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
PGIM, 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); and
200,000,000 Revolving Credit Facility THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 27, 2016 among DREW INDUSTRIES INCORPORATED, LIPPERT COMPONENTS, INC., LIPPERT COMPONENTS CANADA, INC. (a/k/a COMPOSANTES LIPPERT CANADA, INC.), The...Revolving Credit Facility • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 27, 2016, among DREW INDUSTRIES INCORPORATED, LIPPERT COMPONENTS, INC., a Delaware corporation, LIPPERT COMPONENTS CANADA, INC. (a/k/a COMPOSANTES LIPPERT CANADA, INC.), a Quebec corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent.
SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination 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, dated as of April 27, 2016 (as amended, restated, supplemented, or modified from time to time, the “Note Purchase Agreement”) by and among the Issuer and the Company, on the one hand, and the Noteholders, 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 (the “Prudential Affiliates”) may, in their sole discretion and within limits which may be prescribed for purchase by them from time
SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENTSubsidiary 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
SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York
THIS SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT dated as of April 27, 2016 (this “Agreement”), by and among Lippert Components, Inc., a Delaware corporation (the “Issuer”), PGIM, Inc. (“Prudential”), each of the holders from time to time of the Notes (as defined below) (Prudential and each such holder are collectively referred to herein as, the “Noteholders”), and JPMorgan Chase Bank, N.A., as collateral agent for the Noteholders (in such capacity, the “Notes Collateral Agent”).
