Drew Industries Inc. – Second Amended and Restated Parent Guarantee Agreement (May 3rd, 2016)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
Drew Industries Inc. – 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 WHICH $50,000,000 3.35% SERIES a SENIOR NOTES DUE MARCH 20, 2020 HAVE BEEN ISSUED (May 3rd, 2016)
Drew Industries Inc. – Note (May 3rd, 2016)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.
Drew Industries Inc. – Second Amended and Restated Collateral Agency Agreement (May 3rd, 2016)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").
Drew Industries Inc. – Second Amended and Restated Subordination Agreement (May 3rd, 2016)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 tim
Drew Industries Inc. – Fourth Amended and Restated Company Guarantee (May 3rd, 2016)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).
Drew Industries Inc. – Contract (May 3rd, 2016)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).
Drew Industries Inc. – Contract (May 3rd, 2016)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
Drew Industries Inc. – Second Amended and Restated Subsidiary Guarantee Agreement (May 3rd, 2016)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
Drew Industries Inc. – Second Amended and Restated Pledge and Security Agreement (May 3rd, 2016)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
Drew Industries Inc. – [Form of Shelf Note] Lippert Components, Inc. Senior Note (May 3rd, 2016)This Note is one of the Shelf Notes (herein called the "Notes") issued pursuant to a Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016 (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.
Drew Industries Inc. – $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 Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent and WELLS FARGO BANK, N.A. As Documentation Agent and JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC as Joint Bookrunners and Lead Arrangers (May 3rd, 2016)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.
Drew Industries Inc. – Contract (May 3rd, 2016)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).