ContractPledge and Security Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of February 24, 2014, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Company"), LIPPERT COMPONENTS, INC., a Delaware corporation ("LCI") (LCI, the "Borrower"), and LIPPERT COMPONENTS MANUFACTURING, INC., a Delaware corporation ("LCM") (the Company, together with the Borrower and LCM, the "Stock Pledgors"), (LCI and LCM the "Partnership Pledgors") (each of the Company, LCI,and LCM being referred to herein as a "Pledgor"), in favor of JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).
FORM OF SHELF NOTE] LIPPERT COMPONENTS, INC. SENIOR NOTEDrew Industries Inc • February 27th, 2014 • Motor vehicle parts & accessories
This Note is one of the Shelf Notes (herein called the “Notes”) issued pursuant to a Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 24, 2014 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified, the “Agreement”), between the Issuer and the Parent, on the one hand, and the other Persons named as parties thereto, on the other, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
LIPPERT COMPONENTS, INC. (as successor to the merger with Kinro, Inc.) Guaranteed By: DREW INDUSTRIES INCORPORATED THIRD AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of February 24, 2014 $150,000,000 Private Shelf FacilityNote Purchase and Private Shelf Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
LIPPERT COMPONENTS, INC., a Delaware corporation (the “Issuer”), and DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”, and, together with the Issuer, the “Obligors”), each hereby agrees with each of you as follows:
AMENDED AND RESTATED PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Reference is hereby made to (i) that certain Third 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, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the “Notes”), and (ii) that certain Parent Guarantee Agreement dated as of February 11, 2005 (as the same has been amended to date, the “Existing Parent Guarantee”), which instrument the parties agree is being amended and restated hereby
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);
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 24, 2014 (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 Investment Management, Inc. (“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 conditions set forth therein, certain affiliates of Prudential (the “Purchasers”, and together with Prudential and their respective successors and assigns, the “Noteholders”) are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the “Notes”), and (ii) that certain Pledge and Security Agreement dated a
ContractSubsidiary Guarantee Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of February 24, 2014 made by each direct and indirect subsidiary of DREW INDUSTRIES INCORPORATED, a Delaware corporation, (other than KINRO, INC., an Ohio corporation ("Kinro")), and LIPPERT COMPONENTS, INC., a Delaware corporation ("Lippert") (Kinro having since been merged into Lippert, with Lippert as the surviving corporation) (Lippert, the "Borrower")) 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).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 24, 2014 (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 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 to time, purchase senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the “Notes”), upon the terms and subject to the conditions set forth therein, and (ii) that certain Subordination Agreement dated as of February 11, 2005 (as the same has been amended to date, the “Existing Subordination Agreement”), which instrument the parties agree is being amended and restated hereby in its entirety. Capitalized terms used h
ContractSubordination Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of February 24, 2014 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. as agent (in such capacity, the "Administrative Agent") for the Lenders (as defined in the Credit Agreement referred to below).
AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Reference is hereby made to (i) that certain Third 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, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the “Notes”), and (ii) that certain Subsidiary Guarantee Agreement dated as of February 11, 2005 (as the same has been amended to date, the “Existing Subsidiary Guarantee”), which instrument the parties agree is being amended and restate
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
Second Amendment dated as of February 24, 2014 (this "Amendment") to the Second Amended and Restated Credit Agreement (as heretofore amended, the "Credit Agreement") dated as of November 25, 2008 among Kinro, Inc., an Ohio corporation ("Kinro"), and Lippert Components, Inc., a Delaware corporation ("Lippert"), the Lenders parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender and Wells Fargo Bank N.A. as Documentation Agent and Lender. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
FOR VALUE RECEIVED, the undersigned, LIPPERT COMPONENTS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Wells Fargo Bank, N.A. (the "Lender"), at the office of JPMorgan Chase Bank, N.A. (the...Drew Industries Inc • February 27th, 2014 • 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 further amended, the "Credit Agreement") among the Borrower and Kinro, Inc ("Kinro") (Kinro having since been merged into the Borrower, with the Borrower as the surviving corporation), 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.
FOR VALUE RECEIVED, the undersigned, LIPPERT COMPONENTS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of JP Morgan Chase Bank, N.A. (the "Lender"), at the office of JPMorgan Chase Bank, N.A. (the...Drew Industries Inc • February 27th, 2014 • 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 further amended, the "Credit Agreement") among the Borrower and Kinro, Inc.("Kinro") (Kinro having since been merged into the Borrower, with the Borrower as the surviving corporation), 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.
AMENDED AND RESTATED COLLATERALIZED TRUST AGREEMENTTrust Agreement • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED COLLATERALIZED TRUST AGREEMENT dated as of February 24, 2014 (this “Agreement”), by and among Lippert Components, Inc., a Delaware corporation (the “Issuer”), 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”).
THIRD AMENDED AND RESTATED COMPANY GUARANTEECompany Guarantee • February 27th, 2014 • Drew Industries Inc • Motor vehicle parts & accessories • New York
AGREEMENT dated as of February 24, 2014 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).
