0000950120-98-000094 Sample Contracts

PLEDGE AGREEMENT ----------------
Pledge Agreement • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories • New York
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SECURITY AGREEMENT ------------------
Security Agreement • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories • New York
REVOLVING NOTE --------------
Revolving Note • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories • New York

This Revolving Note is secured pursuant to the Credit Agreement and the Loan Documents referred to therein, and reference is made thereto for a statement of the terms and conditions of such security.

CREDIT AGREEMENT
Credit Agreement • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories • New York
FOR VALUE RECEIVED, each of the undersigned, DEFLECTA-SHIELD CORPORATION, a Delaware corporation, LUND INDUSTRIES, INCORPORATED, a Minnesota corporation, BELMOR AUTOTRON CORP., a Delaware Corporation, and DFM Corp., an Iowa Corporation (each a...
Acquisition Note • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories

This Acquisition Note is one of the Notes referred to in, was executed and delivered pursuant to, and evidences obligations of Borrowers under, that certain Credit Agreement dated as of February 27, 1998, by and among Borrowers, Holdings, the Active Subsidiaries named therein, all Lenders party thereto, Heller Financial, Inc., as a Lender and as Agent, (as the same may be amended, restated, supplemented or otherwise modified, and in effect from time to time, the "Credit Agreement"), to which reference is hereby made for a ---------------- statement of the terms and conditions under which the loan evidenced hereby is made and is to be repaid and for a statement of Agent's and Lenders' remedies upon the occurrence of an Event of Default (as defined therein). The Credit Agreement is incorporated herein by reference in its entirety. Capitalized terms used but not otherwise defined herein are used in this Acquisition Note as defined in the Credit Agreement.

PRELIMINARY STATEMENT ---------------------
Environmental Indemnity Agreement • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories
TERM A NOTE -----------
Term a Note • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories

This Term A Note is payable in periodic installments on the dates and in the amounts set forth in the Credit Agreement. This Term A Note is one of the Notes referred to in, was executed and delivered pursuant to, and evidences obligations of Borrowers under, that certain Credit Agreement dated as of February 27, 1998, by and among Borrowers, Holdings, the Active Subsidiaries named therein, all Lenders party thereto Heller Financial, Inc., as a Lender and as Agent, (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement"), to which reference is hereby made ---------------- for a statement of the terms and conditions under which the loan evidenced hereby is made and is to be repaid and for a statement of Agent's, and Lenders' remedies upon the occurrence of an Event of Default (as defined therein). The Credit Agreement is incorporated herein by reference in its entirety. Capitalized terms used but not otherwise defi

CORPORATE GUARANTY
Corporate Guaranty • March 18th, 1998 • Lund International Holdings Inc • Motor vehicle parts & accessories • New York
TERM B NOTE -----------
Lund International Holdings Inc • March 18th, 1998 • Motor vehicle parts & accessories

Borrowers further jointly and severally promise to pay interest on the unpaid principal amount hereof from the date hereof until payment in full thereof at the rate from time to time applicable to Term Loan B as determined in accordance with the Credit Agreement; provided, however, that upon the occurrence and during the continuance -------- ------- of an Event of Default, as provided in the Credit Agreement, Borrowers shall pay to the Agent, for the benefit of Lenders, interest on the principal balance of this Term B Note at the rate of interest applicable upon the occurrence and during the continuance of an Event of Default as determined in accordance with the Credit Agreement.

TERM B NOTE -----------
Lund International Holdings Inc • March 18th, 1998 • Motor vehicle parts & accessories

Borrowers further jointly and severally promise to pay interest on the unpaid principal amount hereof from the date hereof until payment in full thereof at the rate from time to time applicable to Term Loan B as determined in accordance with the Credit Agreement; provided, however, that upon the occurrence and during the continuance -------- ------- of an Event of Default, as provided in the Credit Agreement, Borrowers shall pay to the Agent, for the benefit of Lenders, interest on the principal balance of this Term B Note at the rate of interest applicable upon the occurrence and during the continuance of an Event of Default as determined in accordance with the Credit Agreement.

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