ContractNote Purchase and Private Shelf Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Execution Version KINRO, INC. LIPPERT COMPONENTS, INC. Guaranteed By: DREW INDUSTRIES INCORPORATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FEBRUARY 11, 2005 $60,000,000 PRIVATE SHELF FACILITY
ContractIntercreditor Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.13 Execution Version INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, made this 11th day of February, 2005, by and among: 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); JPMORGAN CHASE BANK, N.A., in its capacity as a lender under the Credit Agr
ContractParent Guarantee Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.11 PARENT GUARANTEE AGREEMENT PARENT GUARANTEE AGREEMENT, dated as of February 11, 2005, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Guarantor”), in favor of Prudential Investment Management, Inc. (“Prudential”) and each of the holders of Notes (as defined below) which may be issued pursuant to the Note Agreement (as defined below) from time to time (Prudential and the holders of the Notes, together with their respective successors and assigns, each being referred to herein as a “Noteholder” and collectively as the “Noteholders”). Reference is hereby made to that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (as the same from time to time may be amended, restated, supplemented or otherwise modified, the “Note Agreement”), by and among the Co-Issuers 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, subject to the terms and cond
ContractPledge and Security Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.5 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of February 11, 2005, 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). Reference is hereby ma
ContractCompany Guarantee Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.3 AMENDED AND RESTATED COMPANY GUARANTEE AGREEMENT dated as of February 11, 2005 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). Reference is hereby made to the Amended And Restated Credit Agreement dated as of February 11, 2005 (as amended, supplemented, or modified from time to time, the “Credit Agreement”) among Kinro, Inc., an Ohio corporation, and Lippert Components, Inc., a Delaware corporation, as Borrowers (the “Borrowers”), the financial institutions party thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity the “Administrative Agent”). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Credit Ag
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim
FOR VALUE RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (collectively, the “Borrowers”), hereby jointly and severally, unconditionally promise to pay to the order of KeyBank National Association (the “Lender”), at the office of JPMorgan Chase Bank, N.A. (the “Administrative Agent”) at 1111 Fannin, Floor 10, Houston, Texas 77002 on the Maturity Date in lawful money of the United States of America and in immediately available funds, the principal amount of (a) TWENTY MILLION DOLLARS ($20,000,000), or, if greater, (b) such principal amount as shall have been made available by the Lender pursuant to Section 2.06A of the Credit Agreement referred to below, or, if less, (c) the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below). The Borrowers further agree, jointly and severally, to pay interest on the unpaid principal amount outstanding hereunder
ContractCollateralized Trust Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.16 COLLATERALIZED TRUST AGREEMENT THIS COLLATERALIZED TRUST AGREEMENT dated as of February 11, 2005 (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”). WHEREAS, pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005, (as amended, modified and supplemented from time to time, (the “Note Purchase Agreement”), by and among Drew Industries Incorporated, a Delaware corporation, and the Co-Issuers, on the one hand, and the Noteholders, on the other
ContractSubordination Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.4 AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of February 11, 2005 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). Reference is hereby made to the Amended and Restated Credit Agreement dated as of February 11, 2005 (as amended, supplemented, or modified from time to time, the “Credit Agreement”) among Kinro, Inc., an Ohio corporation, and Lippert Components, Inc., a Delaware corporation, as Borrowers (the “Borrowers”), the financial institutions party thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity the “Administrative Agent”). Terms used herein as defined terms and not oth
REVOLVING CREDIT NOTE $15,000,000 New York, New York As of February 11, 2005Revolving Credit Note • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim
FOR VALUE RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (collectively, the “Borrowers”), hereby jointly and severally, unconditionally promise to pay to the order of HSBC USA, National Association (the “Lender”), at the office of JPMorgan Chase Bank, N.A. (the “Administrative Agent”) at 1111 Fannin, Floor 10, Houston, Texas 77002 on the Maturity Date in lawful money of the United States of America and in immediately available funds, the principal amount of (a) FIFTEEN MILLION DOLLARS ($15,000,000), or, if greater, (b) such principal amount as shall have been made available by the Lender pursuant to Section 2.06A of the Credit Agreement referred to below, or, if less, (c) the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below). The Borrowers further agree, jointly and severally, to pay interest on the unpaid principal amount outstanding hereund
ContractSubsidiary Guarantee Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.2 AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of February 11, 2005 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). Reference is hereby made to the Amended and Restated Credit Agreement dated as of February 11, 2005 (as amended, supplemented, or modified from time to time, the “Credit Agreement”) among the Borrowers, the financial institutions party thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity the “Administrative Agent”). Terms use
ContractSubordination Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.14 SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT dated as of February 11, 2005 made by KINRO, INC., an Ohio corporation (“Kinro”), LIPPERT COMPONENTS, INC., a Delaware corporation (“Lippert Components” and together with Kinro, each a “Co-Issuer” and collectively the “Co-Issuers”), DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Company”) and each direct and indirect Subsidiary of the Company listed on Schedule I hereof (as such Schedule I shall be amended, modified and supplemented from time to time) and each other direct and indirect Subsidiary of the Company party hereto from time to time (together with the Company and the Co-Issuers, each, individually, a “Credit Party” and collectively, the “Credit Parties”), with and in favor of 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”). Reference i
ContractCredit Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.1 $60,000,000 Revolving Credit Facility AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 11, 2005 among KINRO, INC. LIPPERT COMPONENTS, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent ————————————————
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim
FOR VALUE RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (collectively, the “Borrowers”), hereby jointly and severally, unconditionally promise to pay to the order of JPMorgan Chase Bank, N.A. (the “Lender”), at the office of JPMorgan Chase Bank, N.A. (the “Administrative Agent”) at 1111 Fannin, Floor 10, Houston, Texas 77002 on the Maturity Date in lawful money of the United States of America and in immediately available funds, the principal amount of (a) TWENTY-FIVE MILLION DOLLARS ($25,000,000), or, if greater, (b) such principal amount as shall have been made available by the Lender pursuant to Section 2.06A of the Credit Agreement referred to below, or, if less, (c) the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below). The Borrowers further agree, jointly and severally, to pay interest on the unpaid principal amount outstanding hereunde
ContractSubsidiary Guarantee Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.12 SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT, dated as of February 11, 2005, made by each direct and indirect subsidiary (other than KINRO, INC., an Ohio corporation, and LIPPERT COMPONENTS, INC., a Delaware corporation (the “Co-Issuers”)) of DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”), listed on Schedule A hereof and each other Person which from time to time becomes a Guarantor pursuant to Section 4.07(b) hereof (each a “Guarantor” and collectively the “Guarantors”) in favor of Prudential Investment Management, Inc. (“Prudential”) and each of the holders of Notes (as defined below) which may be issued pursuant to the Note Agreement (as defined below) from time to time (Prudential and the holders of the Notes, together with their respective successors and assigns, each being referred to herein as a “Noteholder” and collectively as the “Noteholders”). Reference is hereby made to that certain Note Purchase and Private Shelf Agreement
ContractPledge and Security Agreement • February 16th, 2005 • Drew Industries Inc • Metal doors, sash, frames, moldings & trim • New York
Exhibit 10.15 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of February 11, 2005, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”), KINRO, INC., an Ohio corporation (“Kinro”), LIPPERT COMPONENTS, INC., a Delaware corporation (“LCI” and together with Kinro, collectively, the “Co-Issuers”), and LIPPERT TIRE & AXLE, INC., a Delaware corporation (“LTA” and together with the Parent and the Co-Issuers collectively, the “Stock Pledgors”), KINRO HOLDING, INC., a New York corporation (“KHI”), LIPPERT TIRE & AXLE HOLDING, INC., a New York corporation (“LTHI”), and LIPPERT HOLDING, INC., a New York corporation (“LHI” and together with KHI and LTHI, the “Partnership Pledgors”) and each Person who becomes a Subsidiary Guarantor pursuant to paragraph 5K of the Note Agreement (as hereinafter defined) and is required to join in this Agreement pursuant to the terms thereof (the Co-Issuers, the Parent, LTA, KHI, LTHI and such Subsidiary Guarantors colle
