AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, having an office at c/o Prudential Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, New York 10036, ING USA ANNUITY AND LIFE INSURANCE COMPANY, having an office at c/o Prudential Private Placement Investors, L.P., Four Gateway Center, 100 Mulberry Street, Newark, NJ 07102, PHYSICIANS MUTUAL INSURANCE COMPANY, having an office at c/o Prudential Private Placement Investors, L.P., Four Gateway Center, 100 Mulberry Street, Newark, NJ 07102, and PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, having an office at c/o Prudential Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, New York 10036 (each an “Existing Holder” and collectively, the “Existing Holders”), 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
ContractPledge and Security Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of November 25, 2008, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Company"), KINRO, INC., an Ohio corporation ("Kinro"), LIPPERT COMPONENTS, INC., a Delaware corporation ("LCI") (LCI and Kinro, the "Borrowers"), and LIPPERT TIRE & AXLE, INC., a Delaware corporation ("LTA"), the Company, together with the Borrowers and LTA, the "Stock Pledgors"), KINRO HOLDING, INC., a New York corporation ("KHI"), LIPPERT TIRE & AXLE HOLDING, INC., a New York corporation and LIPPERT HOLDING, INC., a New York corporation ("LCT") ("LTHI"; together with KHI and LCT, the "Partnership Pledgors") (each of the Company, Kinro, Shoals, KHI and LTHI being referred to herein as a "Pledgor") in favor of JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).
ContractCompany Guarantee Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED COMPANY GUARANTEE AGREEMENT dated as of November 25, 2008 made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Guarantor"), with and in favor of JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank), a national association, as agent (in such capacity, the "Administrative Agent") for the Lenders (as defined in the Credit Agreement referred to below).
COLLATERALIZED TRUST AGREEMENTCollateralized Trust Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THIS COLLATERALIZED TRUST AGREEMENT dated as of November 25, 2008 (this “Agreement”), by and among Kinro, Inc., an Ohio corporation ("Kinro"), and Lippert Components, Inc., a Delaware corporation (“Lippert Components” and together with Kinro, each a “Co-Issuer” and collectively the “Co-Issuers”), and Prudential Investment Management, Inc. (“Prudential”) and 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 security trustee for the Noteholders (in such capacity, the “Trustee”).
ContractSubsidiary Guarantee Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of November 25, 2008 made by each direct and indirect subsidiary of DREW INDUSTRIES INCORPORATED, a Delaware corporation, (other than KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (the "Borrowers")) that becomes a party hereto as a guarantor hereunder (each, a "Guarantor"), with and in favor of JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank), a national association, as agent (in such capacity, the "Administrative Agent") for the Lenders (as defined in the Credit Agreement referred to below).
CONFIRMATION, REAFFIRMATION AND AMENDMENT OF PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Original Note Purchase Agreement”), by and between Kinro, Inc., an Ohio corporation (“Kinro”), Lippert Components, Inc., a Delaware corporation (“Lippert Components”, and together with Kinro, collectively, the “Co-Issuers”), Drew Industries Incorporated, a Delaware corporation (the “Parent”), Prudential Investment Management, Inc. (“Prudential”) and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the “Noteholders”) pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the “Existing Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Not
CONFIRMATION, REAFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENTSubordination Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Original Note Purchase Agreement”), by and between Kinro, Inc., an Ohio corporation (“Kinro”), Lippert Components, Inc., a Delaware corporation (“Lippert Components”, and together with Kinro, collectively, the “Co-Issuers”), Drew Industries Incorporated, a Delaware corporation, Prudential Investment Management, Inc. (“Prudential”) and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the “Noteholders”) pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the “Existing Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Notes (as defined
CONFIRMATION, REAFFIRMATION AND AMENDMENT OF SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Original Note Purchase Agreement”), by and between Kinro, Inc., an Ohio corporation (“Kinro”), Lippert Components, Inc., a Delaware corporation (“Lippert Components”, and together with Kinro, collectively, the “Co-Issuers”), Drew Industries Incorporated, a Delaware corporation, Prudential Investment Management, Inc. (“Prudential”) and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the “Noteholders”) pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the “Existing Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Notes (as defined
SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
This Note is one of the Revolving Credit Notes referred to in the Second Amended and Restated Credit Agreement dated as of November 25, 2008 among the Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (the "Credit Agreement"), 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 First Amended and Restated Revolving Credit Note dated as of March __, 2006 and issued to the Lender under the predecessor credit agreement to the Credit Agreement, which this Note replaces and is substituted for, shall continue to be owing under this Note in all respects.
REVOLVING CREDIT NOTERevolving Credit Note • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
This Note is one of the Revolving Credit Notes referred to in the Second Amended and Restated Credit Agreement dated as of November 25, 2008 (as so restated and further amended, the "Credit Agreement") among the Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A. 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.
CONFIRMATION, REAFFIRMATION AND AMENDMENT OF PLEDGE AGREEMENTPledge Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories
Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Original Note Purchase Agreement”), by and between Kinro, Inc., an Ohio corporation (“Kinro”), Lippert Components, Inc., a Delaware corporation (“Lippert Components”, and together with Kinro, collectively, the “Co-Issuers”), Drew Industries Incorporated, a Delaware corporation, Prudential Investment Management, Inc. (“Prudential”) and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the “Noteholders”) pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the “Existing Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Notes (as defined
50,000,000 Revolving Credit Facility SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2008 among KINRO, INC. LIPPERT COMPONENTS, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and WELLS FARGO...Revolving Credit Facility • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of November 25, 2008, among KINRO, INC., an Ohio corporation, LIPPERT COMPONENTS, INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent and Wells Fargo Bank, N.A., as Documentation Agent.
ContractSubordination Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of November 25, 2008 made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Company") and each direct and indirect Subsidiary of the Company (each, together with the Company, a "Credit Party"), with and in favor of JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank) as agent (in such capacity, the "Administrative Agent") for the Lenders (as defined in the Credit Agreement referred to below).
SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories • New York
KINRO, INC., an Ohio corporation (“Kinro”), LIPPERT COMPONENTS, INC., a Delaware corporation (“Lippert Components”, and together with Kinro, collectively, the “Co-Issuers”), and DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”, and, together with the Co-Issuers, the “Obligors”), each hereby agrees with each of you as follows:
