8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2005

DREW INDUSTRIES INCORPORATED

Delaware	0-13646	13-3250533
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Mamaroneck Avenue, White Plains, New York	10601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 428-9098

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
	On February 11, 2005, Kinro, Inc. and Lippert Components, Inc., subsidiaries of Registrant (the “Subsidiaries”) consummated the refinancing of their line of credit with JPMorgan Chase Bank, N.A., Key Bank National Association and HSBC Bank USA, National Association (collectively, the “Lenders”). The line of credit is for $60 million and can be increased by $30 million with the Lenders’ approval. The Lenders have no obligation to increase the line of credit. Interest on borrowings from the line of credit is designated from time to time by Registrant as either the Prime Rate, or LIBOR plus additional interest at from 1% to 1.80% depending on Registrant’s performance and financial condition. Interest rates under the new line of credit will be lower than under the previous line of credit.
	Simultaneously, the Subsidiaries consummated a shelf-loan facility with Prudential Investment Management, Inc. (“Prudential”), pursuant to which the Subsidiaries can issue, and Prudential’s affiliates may, in their sole discretion, consider purchasing, senior promissory notes of the Subsidiaries in the aggregate principal amount of up to $60 million, to mature no more than seven years after the date of original issue. Prudential and its affiliates have no obligation to purchase the senior notes. The senior notes will be guaranteed by Registrant and its subsidiaries. Interest payable on the principal of the senior notes will be at rates determined within five business days after Registrant gives Prudential a request for purchase of senior notes.
	The line of credit is, and the senior notes if and when issued will be, secured by first priority liens on the capital stock (or other equity interests) of each of Registrant’s direct and indirect subsidiaries in favor of the Lenders and Prudential on a pari passu basis.
Item 9.01        Financial Statements and Exhibits.

(c)           Exhibits

10.1	Amended and Restated Credit Agreement dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., KeyBank, National Association, HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A., individually and as Administrative Agent.
10.2	Amended and Restated Subsidiary Guarantee Agreement dated as of February 11, 2005 by and among Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Kinro Texas Limited Partnership, Kinro Tennessee Limited

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	Partnership, Lippert Tire & Axle Texas Limited Partnership, Lippert Components Texas Limited Partnership, BBD Realty Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., Coil Clip, Inc., Zieman Manufacturing Company, with and in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders.
10.3	Amended and Restated Company Guarantee Agreement dated as of February 11, 2005 by and among Drew Industries Incorporated, with and in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders.
10.4	Amended and Restated Subordination Agreement dated as of February 11, 2005 by and among Kinro, Inc., Lippert Tire & Axle, Inc., Lippert Components, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Lippert Components of Canada, Inc., Coil Clip, Inc., Zieman Manufacturing Company, Kinro Texas Limited Partnership, Kinro Tennessee Limited Partnership, Lippert Tire & Axle Texas Limited Partnership, BBD Realty Texas Limited Partnership, Lippert Components Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., with and in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
10.5	Amended and Restated Pledge Agreement dated as of February 11, 2005 by and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Components, Inc., Lippert Holding, Inc., with and in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
10.6	Revolving Credit Note dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., payable to the order of JPMorgan Chase Bank, N.A. in the principal amount of Twenty-Five Million ($25,000,000) Dollars.
10.7	Revolving Credit Note dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., payable to the order of KeyBank National Association in the principal amount of Twenty Million ($20,000,000) Dollars.
10.8	Revolving Credit Note dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., payable to the order of HSBC USA, National Association in the principal amount of Fifteen Million ($15,000,000) Dollars.
10.9	Note Purchase and Private Shelf Agreement dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., Drew Industries Incorporated and Prudential Investment Management, Inc.
10.10	Form of Senior Note (Shelf Note)
10.11	Parent Guarantee Agreement dated as of February 11, 2005 by and among Drew Industries Incorporated, Prudential Investment Management, Inc. and the Noteholders

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	listed thereto.
10.12	Subsidiary Guaranty dated as of February 11, 2005 by and among Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Kinro Texas Limited Partnership, Kinro Tennessee Limited Partnership, Lippert Tire & Axle Texas Limited Partnership, Lippert Components Texas Limited Partnership, BBD Realty Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., Coil Clip, Inc., Zieman Manufacturing Company, with and in favor of Prudential Investment Management, Inc. and the Noteholders listed thereto.
10.13	Intercreditor Agreement dated as of February 11, 2005 by and among Prudential Investment Management, Inc., JPMorgan Bank, N.A. (as Lender and Administrative Agent), KeyBank, National Association, HSBC Bank USA, National Association and JPMorgan Bank, N.A. (as Trustee and Administrative Agent).
10.14	Subordination Agreement dated as of February 11, 2005 by and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Lippert Components, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Holding, Inc., Kinro Manufacturing, Inc., Lippert Components Manufacturing, Inc., Lippert Components of Canada, Inc., Coil Clip, Inc., Zieman Manufacturing Company, Kinro Texas Limited Partnership, Kinro Tennessee Limited Partnership, Lippert Tire & Axle Texas Limited Partnership, BBD Realty Texas Limited Partnership, Lippert Components Texas Limited Partnership, LD Realty, Inc., LTM Manufacturing, L.L.C., with and in favor of Prudential Investment Management, Inc.
10.15	Pledge Agreement dated as of February 11, 2005 by and among Drew Industries Incorporated, Kinro, Inc., Lippert Tire & Axle, Inc., Kinro Holding, Inc., Lippert Tire & Axle Holding, Inc., Lippert Components, Inc., Lippert Holding, Inc. in favor of JPMorgan Chase Bank, N.A. as security trustee.
10.16	Collateralized Trust Agreement dated as of February 11, 2005 by and among Kinro, Inc., Lippert Components, Inc., Prudential Investment Management, Inc. and JPMorgan Chase Bank, N.A. as security trustee for the Noteholders.

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         Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DREW INDUSTRIES INCORPORATED

(Registrant)


By:     /s/ Fredric M. Zinn
        ——————————————
           Fredric M. Zinn
           Executive Vice President and
           Chief Financial Officer

Dated: February 15, 2005

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EX-10.1

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

————————————————

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 11, 2005, 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.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder (and, where applicable, under the Guarantee Agreements and the Subordination Agreement).

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds

Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitments. If the Revolving Credit Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

“Applicable Rate Margin” means, for any day, with respect to any Eurodollar Loan or ABR Loan, the General Margin therefor as specified in Schedule 1.01-1 hereto.

“Approved Subordinated Debt” means Indebtedness subordinated to the Obligations of the Borrowers under this Agreement and the other Loan Documents on terms approved in writing by the Administrative Agent and the Required Lenders.

“Assessment Rate” means, for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund classified as “well-capitalized” and within supervisory subgroup “B” (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for insurance by such Corporation of time deposits made in dollars at the offices of such member in the United States; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall be determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders.

“Asset Sale” shall mean any sale, transfer, lease or other disposition of any property or asset of any Credit Party or any of its Subsidiaries except a sale, transfer, lease or other disposition in the ordinary course of business (a) of cash, (b) of temporary cash investments, (c) of trade receivables, (d) of inventories, or (e) of any asset by any Credit Party or by a Subsidiary to any Credit Party or to another Subsidiary.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Credit Commitments.

“Base CD Rate” means the sum of (a) the Three-Month Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

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“Borrower” means each of Kinro, Inc., an Ohio corporation, Inc., and Lippert Components, Inc., a Delaware corporation.

“Borrowing” means a group of Loans, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, the sum of all amounts that would, in accordance with GAAP, be included as capital expenditures on a consolidated statement of cash flows for the Company and its consolidated Subsidiaries during such period (including the amount of assets leased under any Capital Lease Obligation), less the net proceeds received by such Persons during such period from sales of fixed tangible assets as reflected on the consolidated statement of cash flows for that period.

“Capital Lease” means, at any time a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation after the Restatement Effective Date of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; (c) the acquisition after the Restatement Effective Date of direct or indirect Control of the Company by any Person or group; or (d) the ownership after the Restatement Effective Date by any Person other than the Company of any capital stock of a Borrower, or the ownership by any Person other than a Borrower, or the Subsidiary of the Borrower that is the owner thereof as of the Restatement Effective Date (or such later date on which the Guarantor becomes a Guarantor hereunder), of any capital stock or other equity interest in any Guarantor.

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“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any property or rights in which, pursuant to the Security Documents, there has been granted (or purported to have been granted) to the Collateral Agent for the ratable benefit of the Lenders, a security interest.

“Collateral Agent” means JPMorgan Chase Bank, N.A., as Collateral Agent under the Pledge Agreement.

“Company” means Drew Industries Incorporated, a Delaware corporation.

“Company Guarantee” has the meaning given to such term in Section 4.01(a).

“Consolidated Indebtedness” means, as of the date of determination, all Indebtedness owed or guaranteed by any Credit Party and any of its Subsidiaries (but shall not include the undrawn amount of any Letters of Credit), determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, for the period in issue all interest expense of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income or loss of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP after eliminating all offsetting debts and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP, but excluding: (i) extraordinary gains or losses; (ii) net earnings and losses of any Subsidiary accrued prior to the date it became a Subsidiary; (iii) net earnings of any business entity (other than a direct or indirect Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest unless such net earnings shall have been received in the form of cash distributions; (iv) any portion of net earnings of any Subsidiary of the Company which for any reason is unavailable for distribution to the Company; (v) earnings or losses resulting from any write-up or write-down of assets other than in the ordinary course of business; (vi) any reversal of any contingency reserve to the extent such contingency reserve was taken prior to the date hereof; and (vii) the cumulative effect of a change in accounting principles.

“Consolidated Net Worth” means, as of the date of determination, (a) the sum of (i) the par value (or value stated on the books of the Company) of the capital stock (but excluding

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treasury stock and capital stock subscribed and unissued) of the Company and its Subsidiaries plus (ii) the amount of the paid-in capital and retained earnings of the Company and its Subsidiaries, in each case as such amounts would be shown on a consolidated balance sheet of the Company and its Subsidiaries as of such date prepared in accordance with GAAP, minus (b) to the extent included in clause (a), (i) all amounts properly attributable to Minority Interests, if any, in the stock and surplus of Subsidiaries

“Consolidated Tangible Net Worth” means, as of the date of determination, (a) the sum of (i) the par value (or value stated on the books of the Company) of the capital stock (but excluding treasury stock and capital stock subscribed and unissued) of the Company and its Subsidiaries plus (ii) the amount of the paid-in capital and retained earnings of the Company and its Subsidiaries, in each case as such amounts would be shown on a consolidated balance sheet of the Company and its Subsidiaries as of such date prepared in accordance with GAAP, minus (b) to the extent included in clause (a), (i) all amounts properly attributable to Minority Interests, if any, in the stock and surplus of Subsidiaries, and (ii) the sum of the following (without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings) cost of treasury shares, the book value of all assets which should be classified as intangibles, but in any event including goodwill, research and development costs, trademarks, trade names, copyrights, patents and franchises, unamortized debt discount and any write-up in the book value of assets resulting from a revaluation thereof (other than any such write-up made in connection with the acquisition of an asset from Person which is not an Affiliate of a Credit Party and so long as such a write-up is made in accordance with GAAP and is based on the fair market value of the asset).

“Consolidated Total Assets” means, as of the date of determination, the total assets of the Borrowers and their Subsidiaries, determined on a consolidated basis in conformity with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Party” means each Borrower, each Guarantor, and each Person who is required to become a party to the Subordination Agreement pursuant to Section 5.09.

“Debt Coverage Ratio” shall mean on any date the Total Senior Debt as of the last day of the fiscal quarter ending with such date or immediately preceding such dated divided by EBITDA for the twelve full calendar months ending on such last day of such fiscal quarter in each case as determined on a Pro Forma Basis.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Distribution” means in respect of any corporation, association or other business entity: (a) dividends or other distributions or payments on capital stock or other equity interest of

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such corporation, association or other business entity (except distributions in such stock or other equity interest); and (b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests.

“dollars” or “$” refers to lawful money of the United States of America.

“EBITDA” means, for any period, income before income taxes plus interest expense, depreciation, amortization of tangible or intangible assets, plus any other non-cash charges, but excluding extraordinary gains (or losses) and any gains (or losses) from the sale or disposition of assets other than in the ordinary course of business; all on a consolidated basis for the Company and its Subsidiaries and all calculated in accordance with GAAP.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party or any Subsidiary thereof directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Credit Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of

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an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning given to such term in Article VII.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.15(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to Section 2.15(a).

“Existing Credit Agreement” means the Amended and Restated Credit Agreement dated as of November 13, 2001 to which the Borrowers (and Lippert Tire & Axle, Inc., a Delaware corporation and an additional borrower thereunder), JPMorgan Chase Bank as administrative agent and certain lenders were parties, as amended through the date immediately preceding the Restatement Effective Date. All interest, fees or other amounts accrued and unpaid by the Borrowers as of the Restatement Effective Date shall continue to be owing under this Agreement.

“Fair Market Value” means at any time and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

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“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each of (i) the Company, (ii) each Person listed on Schedule 1.01-2 hereto, and (iii) each Person who is required to become a Guarantor pursuant to Section 5.09.

“Guarantee Agreement” has the meaning given to such term in Section 4.01(a).

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Hedging Exposure Amount” means the maximum aggregate amount (giving effect to any netting agreements) that the Borrowers or any of them would be required to pay at any time if all of its or their Hedging Agreements were terminated at such time.

“Inactive Subsidiary” means, with respect to any Person, a Subsidiary of such Person (i) that conducts no business activities on the Restatement Effective Date hereof nor on any date thereafter, (ii) the assets of which Subsidiary have a fair market value less than the smaller of (x) $50,000 or (y) one-half of one percent (.5%) of the consolidated assets of such Person and its Subsidiaries; and (iii) the total liabilities of which are less than $25,000; provided that if the assets of all such Subsidiaries that meet the conditions of clauses (i), (ii) and (iii) (each, a “Specified Subsidiary”), in the aggregate, exceed either of the thresholds of clause (ii), then there shall be excluded from the term “Inactive Subsidiary” the Specified Subsidiary having the greatest assets, and, if necessary, the Specified Subsidiary having the next greatest assets, and so on, until the assets of the remaining Specified Subsidiaries, in the aggregate, no longer exceed either of such thresholds of clause (ii) (such remaining Specified Subsidiaries constituting the Inactive Subsidiaries); provided further, that no Credit Party shall be an Inactive Subsidiary.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accrued expenses which are payable within one year or current accounts payable in each case incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person (and excluding from the definition of Indebtedness leases of real or personal property which are not Capital Leases), (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (other than performance guaranties) and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the date hereof between the Administrative Agent and certain of the Lenders and the Trustee for the holders of Senior Notes and the holders of the Senior Notes and any amendments, supplements or replacements thereof. Any Lender not a party thereto shall be deemed to become a party upon becoming a Lender hereunder.

“Interest Election Request” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.06.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower thereof may elect, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Borrowing only) such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate Protection Merchant” shall mean a Lender which provides Hedging Agreements to the Borrowers or either of them for interest rate protection.

“Interest Rate Hedging Exposure Amount” means the Hedging Exposure Amount attributable to Interest Rate Hedging Agreements.

“Interest Rate Hedging Agreement” shall mean a Hedging Agreement between a Borrower and an Interest Rate Protection Merchant which provides for interest rate protection. Interest Rate Hedging Agreements shall not be required hereunder to have participation by more than one Lender.

“Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of a Letter of Credit and its successor as provided in Section 2.04(i). The Issuing Bank may, in its discretion arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank,

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in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Kinro” means Kinro, Inc., an Ohio corporation.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the undrawn amount of each Letter of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“LCC” means, Lippert Components of Canada, Inc., an Ontario, Canada corporation.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

“Letter of Credit” means (individually and collectively) each letter of credit issued pursuant to this Agreement whether outstanding on the Restatement Effective Date or at any time thereafter and any renewal, extension, amendment or modification thereof.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset,(a) any mortgage, pledge or hypothecation of, or any lien, encumbrance, charge, or security interest in such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, title retention agreement or Capital Lease (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Lippert” means Lippert Components, Inc., a Delaware corporation.

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“Loan Documents” means this Agreement, the Notes or any other promissory notes delivered pursuant hereto, the Security Documents, the Guarantee Agreements, the Subordination Agreement, and any applications heretofore or hereafter made in respect of the Letter of Credit, and any instruments or agreements executed and delivered pursuant to any of the foregoing, in each case as supplemented, amended or modified from time to time, and any document, instrument, or agreement supplementing, amending, or modifying, or waiving any provision of, any of the foregoing.

“Loans” means the revolving loans made by the Lenders pursuant to Section 2.03 of this Agreement.

“Mandatory Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 75% of the sum of the aggregate Revolving Credit Exposures and unused Revolving Credit Commitments hereunder at such time.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole (unless the context otherwise requires).

“Material Adverse Effect” means a Material adverse effect on (a) the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries, taken as a whole, (b) the ability of any Borrower to perform its obligations under this Agreement or any of the Notes, (c) the ability of the Company to perform its obligations under the Company Guarantee, (d) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under any of the other Loan Documents, (e) the validity or enforceability of this Agreement or any of the other Loan Documents or (f) the security interests granted by the Pledge Agreements.

“Maturity Date” means June 30, 2009.

“Maximum Leverage Ratio” means the ratio of Consolidated Indebtedness to EBITDA, each as determined on a Pro Forma Basis.

“Minimum Debt Service Ratio” means (i) the excess, if any, of EBITDA less Capital Expenditures made and dividends declared to Company shareholders during the period in issue (divided by (ii) the current portion of Consolidated Indebtedness (as determined as of the last day of the period in issue) plus the Consolidated Interest Expense for the period in issue, each as determined on a Pro Forma Basis).

“Minority Interests” means any shares of stock of any class of a Subsidiary of any Person (other than directors’ qualifying shares as required by law) that are not owned by such Person and/or one or more of such Person’s Subsidiaries. Minority Interests shall be valued by valuing “Minority Interests” consisting of preferred stock at the voluntary or involuntary liquidation value of such preferred stock, whichever is greater, and by valuing “Minority Interests” consisting of common stock at the book value of capital and surplus applicable thereto

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adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing “Minority Interests” in preferred stock.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Note” means a Revolving Credit Note.

“Obligations” means, without duplication, all obligations defined as “Obligations” in the Pledge Agreement.

“Other Taxes” means any and all present or future stamp or documentary taxes or any excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, otherwise with respect to this Agreement.

“Participant” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Liens” shall include the following: (i) Liens listed on Schedule 3.05 to the Agreement, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, provided that any such Lien shall secure only those obligations which it secured as of the Restatement Effective Date (except that any such Liens on properties constructed, improved or acquired with the proceeds of industrial revenue or development bond issues representing Indebtedness of a Credit Party owing directly or indirectly to GE Capital Finance, Inc., and which Liens secure only such issues, whether such issues are outstanding as of the Restatement Effective Date or which are thereafter outstanding, may secure other such issues representing Indebtedness so owing to such obligee the proceeds of which have been used by a Credit Party to construct, improve or acquire other property, so long as such Liens do not extend to any property of a Credit Party not so financed and secure only Indebtedness represented by such issues); (ii) Liens (other than Liens on any “Inventory” or “Accounts” or any “Proceeds” thereof, as such terms are defined in Section 9-102 of the New York Uniform Commercial Code on fixed or capital assets acquired, constructed or improved; provided that (x) such security interests secure Indebtedness permitted hereunder, (y) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days (and in the case of industrial revenue bonds, 360 days) after such acquisition, the completion of such construction or improvement or the placing in service, as the case may be of the asset which is subject to the security interest, (z) the Indebtedness secured thereby does not exceed 85% (in the case of real property and the improvements thereon) or 100% (in the case of personal property (other than fixtures)) of the cost of acquiring, constructing or improving such fixed or capital assets, and (aa) such security interest shall not apply to any other property or assets of any Credit Party or any Subsidiary thereof; (iii) carriers’, warehousemen’s, mechanics’, repairmen’s and other like Liens imposed by law in an aggregate amount not exceeding $250,000 arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being

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contested in good faith by appropriate proceedings and for which adequate reserves have been established therefor in accordance with GAAP on the books of such Credit Party or Subsidiary and as to which the failure to make payment during such contest could not reasonably be expected to have a Material Adverse Effect; (iv) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations in respect of which adequate reserves shall have been established; (v) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (vi) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Credit Party or any Subsidiary thereof; (vii) Liens (other than Liens on any Inventory or Accounts or any Proceeds thereof) securing indebtedness of one Credit Party to another Credit Party; provided that (x) such Indebtedness is permitted under Sections 6.04 or 6.07 hereof (as applicable), (y) all of the outstanding capital stock or other equity interests of each such Credit Party shall be owned 100% directly or indirectly by the Company, (z) each of such Credit Parties to or by whom such Indebtedness is owed, or who owns (directly or indirectly) any stock referred to in the preceding clause (y), shall have become party to the Subsidiary Guarantee and (aa) such indebtedness shall not be assigned or transferred by the obligee thereof to any Person other than another Credit Party such that after giving effect to such assignment and transfer all of the foregoing conditions are satisfied; (viii) Liens securing Indebtedness outstanding under the Prudential Shelf Agreement and/or the Prudential Notes so long as (a) the Obligations are secured equally and ratably therewith pursuant to such documents, instruments and agreements as shall be required by the Collateral Agent, including without limitation an intercreditor agreement by and among the Lenders and the holders of the Prudential Notes in form satisfactory to the Collateral Agent and (b) the Lenders shall have received an opinion of counsel, selected by the Borrowers and substantially in the form of Exhibit B-1; (ix) other Liens (other than Liens on any Inventory or Accounts or any Proceeds thereof), provided that the aggregate amount of all Indebtedness secured by such Liens shall not at any time exceed 15% of Consolidated Net Worth; and (x) Liens that extend, renew or replace Liens permitted by clauses (i) through (viii); provided, however, that in no event shall Indebtedness secured by Liens described in clauses (i), (iv) and (ix) exceed 55 percent of Total Capitalization of the Company and its Subsidiaries. In no event shall any Lien on any Inventory or Accounts or any Proceeds thereof be a Permitted Lien.

“Permitted Loans and Investments” means (i) subject to Section 6.04(f) hereof, investments, loans and advances by any Credit Party and any of its Subsidiaries in and to Wholly-Owned Subsidiaries; (ii) investments in commercial paper and loan participations maturing within 270 days from the date of acquisition thereof having, at such date of acquisition, a rating of A-1 or P-1 or better from Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or by another nationally recognized credit rating agency; (iii) direct obligations of, or obligations the principal of or interest on which are unconditionally guaranteed by the United States of America (or by any agency thereof to the extent such obligations are backed by the frill faith and credit of the United States of America) (or by any other foreign government of equal or better credit quality), in each case maturing within one year from the date of acquisition thereof; (iv) investments in certificates of deposit, banker’s acceptances and time deposits maturing

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within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has (x) a combined capital and surplus and undivided profits of not less than $100,000,000 or (y) assets of not less than $1,000,000,000; (v) fully collateralized repurchase agreements, having terms of less than 90 days, for government obligations of the type specified in (iii) above with a commercial bank or trust company meeting the requirements of (iv) above; and (vi) investments in addition to those permitted by clauses (i) through (v) including acquisitions of the assets or stock or other securities of any Person, provided, however, that the amount paid for any acquisition of the assets or stock or other securities of any one Person and its affiliates and subsidiary shall not exceed $30,000,000 and the aggregate amount paid for any such acquisitions from all Persons on after the Restatement Effective Date shall not exceed $125,000,000, and any acquisitions not satisfying this proviso all or in part shall be deemed in their entirety not to be Permitted Loans and Investments.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan”  means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” has the meaning given to such term in Section 4.01(a).

“Preferred Stock” means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Priority Debt” means, as of any date, the sum (without duplication) of (i) all outstanding unsecured Indebtedness of any Subsidiary of the Company, other than (a) unsecured Indebtedness of such Subsidiary owing solely to Company or any Wholly-Owned Subsidiary of the Company, (b) unsecured Indebtedness of the Borrowers, and (c) unsecured Indebtedness of any such Subsidiary in respect of the Subsidiary Guarantee or the Prudential Subsidiary Guarantee; provided that such Subsidiary has executed the Subsidiary Guarantee on the Restatement Effective Date or in accordance with the terms of Section 5.09; (ii) all Indebtedness of the Company and its Subsidiaries secured by Liens, other than (a) secured Indebtedness outstanding under the Agreement or the other Loan Documents or the Prudential Shelf Agreement, the Prudential Notes, the Prudential Company Guarantee or the Prudential Subsidiary Guarantee so long as (x) the Obligations are secured equally and ratably therewith by the same collateral securing such other Indebtedness pursuant to such documents, instruments

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and agreements as shall be required by the Collateral Agent (and such other Indebtedness shall not be secured by any other collateral of any kind), (y) Prudential and the holders of the Prudential Notes are parties to the Prudential Intercreditor Agreement, which shall be in full force and effect and shall have been amended, if necessary, to apply to such collateral pursuant to an amendment satisfactory to the Collateral Agent, and (z) with respect to the Prudential Subsidiary Guarantee, the Person that provided such guaranty shall have also executed the Subsidiary Guarantee on the Restatement Effective Date or in accordance with Section 5.09, (b) secured Indebtedness outstanding under any other document, instrument or agreement so long as (w) the Obligations are secured equally and ratably therewith by the same collateral security securing such Indebtedness pursuant to such documents, instruments and agreements as shall be required by the Collateral Agent (and such other Indebtedness shall not be secured by any other collateral of any kind), (x) the holder of such other Indebtedness shall have become a party to the Prudential Intercreditor Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent, and the Prudential Intercreditor Agreeement shall have been amended, if necessary, to apply to such collateral pursuant to an amendment reasonably satisfactory to the Collateral Agent, (y) the Collateral Agent shall have received evidence reasonably satisfactory to it that the Obligations are so secured (which evidence may be an opinion of counsel reasonably satisfactory to the Collateral Agent or other evidence so long as such opinion or other evidence is reasonably satisfactory to the Collateral Agent) and (z) no Default or Event of Default shall have occurred and be continuing at the time such other document, instrument or agreement is entered into; and (c) secured Indebtedness of the Company under the Company Guarantee, any other Loan Document or the Prudential Company Guarantee to which it is a party, and secured Indebtedness of any Subsidiary of the Company under this Agreement, the Subsidiary Guarantee, any other Loan Document or the Prudential Subsidiary Guarantee to which it is a party; and (iii) the greater of the liquidation preference of, or the amount payable upon the mandatory redemption of, all issued and outstanding Preferred Stock of Subsidiaries of the Company. Notwithstanding the foregoing, the undrawn amount of any Letters of Credit issued pursuant to the terms of the Agreement shall not constitute Indebtedness of the Company or any of its Subsidiaries for purposes of determining Priority Debt.

“Pro Forma Basis” shall mean, for the determination of “EBITDA”, “Consolidated Indebtedness”, “Capital Expenditures”, “Consolidated Interest Expense,” and “Total Senior Debt” for any period of four consecutive fiscal quarters or twelve calendar months of the Company, as the case may be, for purposes of calculating the Maximum Leverage Ratio, the Debt Coverage Ratio and the Minimum Debt Service Ratio, that such determinations shall be made on the assumptions that (a) each Wholly-Owned Subsidiary that was acquired by a Credit Party during such period from a Person that was not an Affiliate of a Credit Party and each disposition during such period of any Person that ceases to be a Wholly-Owned Subsidiary upon such disposition, occurred on the first day of such period, and (b) all Indebtedness incurred or paid (or to be incurred or paid) by all such Persons in connection with all such transactions (x) was incurred or paid on the first day of such period, as the case may be, and (y) if incurred, was outstanding in full at all times during such period and had in effect at all times during such period (or any portion of such period during which such Indebtedness was not actually outstanding) an interest rate equal to the interest rate in effect on the date of the actual incurrence thereof (regardless of whether such interest rate is a floating rate or would otherwise change over time by reference to a formula or for any other reason).

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“Prudential” means Prudential Investment Management, Inc.

“Prudential Company Guarantee” has the meaning given to such term in Section 4.01(e).

“Prudential Debt” means the Prudential Notes and any other indebtedness arising on or after the Restatement Effective Date under or pursuant to the Prudential Shelf Agreement. The Notes and the Loans are not subordinated to or otherwise subject to the Prudential Debt.

“Prudential Intercreditor Agreement” shall have the meaning given to such term in Section 4.01(e).

“Prudential Notes” shall mean any promissory notes issued to or to be issued subject to the Prudential Shelf Agreement.

“Prudential Pledge and Security Agreement” has the meaning given to such term in Section 4.01(e).

“Prudential Security Documents” means the Prudential Company Guarantee, the Prudential Subsidiary Guarantee, Prudential Pledge and Security Agreement and the Prudential Subordination Agreement.

“Prudential Shelf Agreement” has the meaning given to such term in Section 4.01(e).

“Prudential Subordination Agreement” has the meaning given to such term in Section 4.01(e).

“Prudential Subsidiary Guarantee” has the meaning give to such term in Section4.01(e).

“Prudential Subordination Agreement” has the meaning given to such term in Section 4.01(e).

“Register” has the meaning given to such term in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 66-2/3% of the sum of the aggregate Revolving Credit Exposures and aggregate unused Revolving Credit Commitments hereunder at such time.

“Restatement Effective Date” means February __, 2005.

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“Restricted Payment” means: (i) any Distribution in respect of a Credit Party or any Subsidiary of a Credit Party (other than on account of capital stock or other equity interests of a Subsidiary of a Credit Party owned legally and beneficially by such Credit Party or another Subsidiary of such Credit Party), including, without limitation, any Distribution resulting in the acquisition by a Credit Party of securities which would constitute treasury stock, and (ii) any payment, repayment, redemption, retirement, repurchase or other acquisition, direct, or indirect, by a Credit Party or any Subsidiary thereof, on account of, or in respect of, the principal of any Subordinated Debt (or any installment thereof) prior to the regularly scheduled maturity date thereof (as in effect on the date such Subordinated Debt was originally incurred) other than in respect of Subordinated Debt of one Credit Party to another Credit Party provided that no Event of Default exists or would exist after such prepayment.

For purposes of this Agreement, the amount of any Restricted Payment made in property shall be the greater of (x) the Fair Market Value of such property (as determined in good faith by the board of directors (or equivalent governing body) of the Person making such Restricted Payment) and (y) the net book value thereof on the books of such Person, in each case determined as of the date on which such Restricted Payment is made.

“Revolving Credit Commitment” means, with respect to each Lender, the commitment of each Lender to make Loans hereunder as set forth in Section 2.01 (as the same may be increased pursuant to Section 2.06A), and to acquire participations in the Letters of Credit as set forth in Section 2.04 as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Credit Commitment is set forth on Schedule 2.01 (as the same may be increased pursuant to Section 2.06A), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Credit Commitments, as applicable and ending on the day immediately preceding the Maturity Date (and thereafter further reducing to zero) in the aggregate (which amount shall include the undrawn amounts of the Letters of Credit).

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“Revolving Credit Note” has the meaning given to such term in Section 4.01(d).

“S&P” means Standard & Poor’s.

“Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Bank and any Interest Rate Protection Merchant.

“Security Documents” means each of the agreements, instruments, and documents referred to in the last sentence of Section 4.01(a) and any instruments or agreements executed and delivered pursuant to any of the foregoing, in each case as supplemented, amended or modified from time to time, and any document, instrument or agreement supplementing, amending or modifying, or waiving any provision of, any of the foregoing.

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“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over $100,000 with maturities approximately equal to three months, and (b) with respect to the Adjusted LIBO Rate, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Debt” means any Indebtedness that is in any manner subordinated in right of payment or security in any respect to the Obligations.

“Subordination Agreement” has the meaning given to such term in Section 4.01(a).

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary Guarantee” has the meaning given to such term in Section 4.01(a).

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Three-Month Secondary CD Rate” means, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a Business Day, on the next

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preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.

“Total Capitalization” means the sum of (i) Consolidated Indebtedness and (ii) Consolidated Tangible Net Worth, each as of the most recently ended fiscal quarter.

“Total Senior Debt” shall mean on any date the aggregate unpaid principal amount of institutional Indebtedness of the Credit Parties, whether recourse or non-recourse, joint or several, or secured or unsecured.

“Transactions” means the execution, delivery and performance by each Credit Party on the Restatement Effective Date, of this Agreement and each other Loan Document to which such Credit Party is a party, the creation of the security interests contemplated by the Security Documents, the borrowing of Loans (in the case of the Borrowers), the use of the proceeds of Loans and the other transactions contemplated by the Loan Documents, and (ii) on the Restatement Effective Date, of this Agreement as amended and restated as of such date.

“Trustee” shall mean the trustee for the Prudential Shelf Agreement and the Prudential Notes.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company or a Borrower and the Company’s or Borrower’s other Wholly-Owned Subsidiaries at such time.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

SECTION 1.03. Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document

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as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Revolving Credits

SECTION 2.01. Revolving Credit Commitments.

Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers or any of them from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.

SECTION 2.02. Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Credit Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

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(b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower thereof may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $50,000 and not less than $100,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Credit Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings.

To request a Borrowing, the Borrower thereof shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, or (b) in the case of an ABR Borrowing, not later than 11:00 a.m. New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower thereunder. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii)whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv)in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated for such a Borrowing by the definition of the term “Interest Period”; and

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(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower thereof shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Letters of Credit.

(a) General.  Subject to the terms and conditions set forth herein, the Borrowers may request the issuance of Letters of Credit for their own account (or for the account of another Credit Party (other than a foreign Credit Party) in which case the Borrowers shall also be jointly and severally liable in respect of such Letters of Credit as if they were the account party thereof), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers (or any other Credit Party) to, or entered into by any of the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrowers also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments.

(c) Expiration Date.  Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

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(d) Participations.  (1) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in each Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to a Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension (if permitted hereunder) of a Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

                             (2)     Each of the Lenders agrees that its participation hereunder in each Letter of Credit (and each Loan) outstanding as of the Restatement Effective Date shall be in accordance with its pro rata share of the aggregate Revolving Credit Commitments set forth on Schedule 2.01 for the Lenders and each of the Lenders which shall, as of the Restatement Effective Date, have a share in any such Letter of Credit or Loan (before giving effect to this Section 2.04(d)(2)) which is in excess of its pro rata share of the aggregate Revolving Credit Commitment as set forth in Schedule 2.01 shall be deemed, as of such date, to make an assignment (without recourse or warranty) to the other Lender or Lenders, the pro rata share of which in such outstanding Loans and Letters of Credit, shall (before giving effect to this Section 2.04(d)) be less than its or their pro rata share of the aggregate Revolving Credit Commitments as set forth in Schedule 2.01 (which Lender or Lenders shall be deemed to have purchased the same and which shall make any appropriate payments to the selling Lender or Lenders on the Restatement Effective Date) of its excess participation share in any of such outstanding Letters of Credit and Loans, so that each of the Lenders shall after such deemed assignments and purchases participate in its pro rata share of each such Loan and Letter of Credit in accordance with its pro rata share of the aggregate Revolving Credit Commitments as set forth in such Schedule 2.01.

(e) Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrowers shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrowers prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrowers receive such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrowers receive such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $100,000, the Borrowers may,

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subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The obligation of the Borrowers to reimburse LC Disbursements as provided in paragraph (d) of this Section is the joint and several obligation of each Borrower, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of the relevant Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under the relevant Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under such Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, either Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of a Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to a Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by the Borrowers that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under the relevant Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross

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negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures.  The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrowers by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation hereunder or otherwise to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest.  If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.11(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank.  The Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

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(j) Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 66-2/3% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (h) or (i) of Article VII. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to either Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.05. Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower thereof by promptly crediting the amounts so received, in like funds, to an account of the Borrower thereof maintained with the Administrative Agent in New York City and designated by such Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower thereof a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Borrowers (jointly and severally) and the applicable Lender (severally) agree to pay to the Administrative

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Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower thereof to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.06. Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower thereof may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower thereof may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the appropriate Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the appropriate Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated for such a Borrowing by the definition of the term “Interest Period”.

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If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower thereof shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower thereof fails to deliver a timely Interest Election Request in accordance herewith with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, then, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06A      Increase in Revolving Credit Commitments.

At any time, during the Availability Period immediately following the Restatement Effective Date and so long as no Event of Default has occurred and is continuing, the Borrowers shall have the right, exercisable from time to time, to request an increase in the aggregate amount of the Revolving Credit Commitments by an amount not to be less than $10,000,000 (or, if less, the aggregate increase remaining available under this Section 2.06A) (and which requested increase, when aggregated with any other increases in the Revolving Credit Commitments theretofore granted under this Section, shall not exceed $30,000,000) by providing written notice to the Administrative Agent at least 45 days prior to the proposed effective date of such increase, which notice shall be irrevocable once given. The Administrative Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Revolving Credit Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Revolving Credit Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Credit Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lender’s relative Revolving Credit Commitments and after giving effect to the increase of the Revolving Credit Commitments) of any outstanding Loans or Letters of Credit, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.15. as a result of the prepayment of any such Loans. An increase of the aggregate amount of the Revolving Credit Commitments may not be effected under this Section if (x) the Requisite Lenders have not notified the Administrative Agent in writing on or prior to the date which is 30 days subsequent to the date on which the Borrowers request such increase that they consent to such increase, (y) a Default or Event of Default shall be in existence on the effective date of such increase or (z) any representation or warranty made or deemed made by the Borrowers or any other Credit Party in

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any Loan Document to which such Credit Party is a party is not (or would not be) true or correct on the effective date of such increase except to the extent that such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with an increase in the aggregate amount of the Revolving Credit Commitment pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Credit Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Revolving Credit Commitment at the time of the effectiveness of the increase in the aggregate amount of Revolving Credit Commitments.

SECTION 2.07. Termination and Reduction of Revolving Commitments.

(a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Maturity Date.

(b) The Borrowers may at any time terminate, or from time to time reduce, the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $100,000 and not less than $100,000, and (ii) the Borrowers shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Credit Commitments.

(c) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable. Any termination or reduction of the Revolving Credit Commitments shall be permanent. Each reduction of the Revolving Credit Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments.

(d) Concurrently with any reduction of the Revolving Credit Commitments, the Borrowers shall pay such amount of the outstanding Loans (together with accrued interest on the principal amount to be repaid) if any, as may be necessary so that after the payment thereof the aggregate unpaid principal amount of the Loans and the LC Exposures does not exceed the amount of the Revolving Credit Commitments as so reduced. Any prepayments of Eurodollar Loans required to comply with this Section 2.07(d) shall be subject to Section 2.14. Without limiting the foregoing, Section 2.09(d) shall apply with equal force to payments under this Section 2.07(d).

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SECTION 2.08. Repayment of Loans; Evidence of Debt.

(a) The Borrowers hereby, jointly and severally, unconditionally promise to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan, together with any accrued but unpaid interest thereon, on the Maturity Date; such promise of each Borrower to repay each Loan shall apply unconditionally to each Loan irrespective of which Borrower was the Borrower of such Loan.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the (joint and several) obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such prom issory note is a registered note, to such payee and its registered assigns).

SECTION 2.09. Prepayment of Loans; Mandatory Reduction of Revolving Credit Commitments.

(a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject, however, to prior notice in accordance with paragraph (b) of this Section and subject to the other applicable terms and provisions hereof, including, without limitation, Section 2.14. The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any such prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 A.M., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time,

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on the date of prepayment. Each such notice shall be irrevocable and shall specify the Borrower of such Borrowing, the prepayment date, and the respective principal amounts of each such Borrowing (or portion thereof) to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing, shall be applied first to ABR Loans outstanding, and then to outstanding Eurodollar Loans, subject to Section 2.14. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.

(b) In the event of a prepayment any of the Prudential Notes or any other Prudential Debt, the Borrowers shall, simultaneously with any such prepayment of the Prudential Notes or any other Prudential Debt, prepay Loans in an amount which shall be the product of the outstanding Loans and the percentage (the “Prudential Reduction Percentage”) of the then aggregate outstanding principal of the Prudential Notes and any other Prudential Debt being paid down. Concurrently therewith, the Revolving Credit Commitments shall automatically and permanently be reduced by the greater of (x) the principal amount of Loans so paid or (y) the product of the then aggregate Revolving Credit Commitments and the Prudential Reduction Percentage.

(c) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment or reduction required under Section 2.09(b), a certificate signed by the Chief Financial Officer of the Company setting forth in reasonable detail the calculation of the amount of any such prepayment or reduction of the Revolving Credit Commitment under Section 2.09(b). All prepayments of Borrowings under Section 2.09(b) shall be subject to Section 2.14, but shall otherwise be without premium or penalty. All prepayments of Borrowings under Section 2.09(b) shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment.

(d) Amounts to be applied pursuant to Section 2.09(b) to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application and required to be applied to prepayment pursuant to Section 2.09(b) shall, at the option of the Borrower, be applied to prepay Eurodollar Loans, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of their respective Interest Periods (or, at the direction of the Borrowers, on any earlier date) until all outstanding Eurodollar Loans to be prepaid have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, “Prepayment Account” shall mean an account established by the Borrowers with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.09(d). The Administrative Agent will, at the request of the Borrowers, invest amounts on deposit in the Prepayment Account in Permitted Investments maturing prior to the last day of the applicable Interest Periods of the Eurodollar Loans to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be

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required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or an Event of Default shall have occurred and be continuing. The Borrowers shall, jointly and severally, indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. Each Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, to secure the Obligations, a security interest in the Prepayment Account. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the Borrowing.

SECTION 2.10.Fees.

(a) The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the rate of 1/4 of 1% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Revolving Credit Commitment terminates. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in the Letter of Credit, which shall accrue at a rate of 1% per annum on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank the Issuing Bank’s standard fees with respect to the amendment, renewal or extension of the Letter of Credit or processing of drawings thereunder. Participation fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees shall be computed on the basis of a year of 360 days and

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shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrowers agree, jointly and severally to pay to the Administrative Agent for the account of the Lenders on the Restatement Effective Date a non-refundable amendment fee of $100,000, which the Lenders shall share in proportion to their respective shares of the aggregate Revolving Credit Commitments on such date.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.11.Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate Margin.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate Margin.

(c) Notwithstanding the foregoing, (x) if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section, and (y) during the continuance of any Event of Default (and prior to the acceleration of any Loans) any such Loans shall bear additional interest as provided in clause (x) of this Section 2.11(c) as if such Loans were overdue.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Credit Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days

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elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, or Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest.

If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.13. Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or, in the case of Eurodollar Loans, of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

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(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in a Letter of Credit held by, such Lender, or a Letter of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.14. Break Funding Payments.

In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.17, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the

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amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.15. Taxes.

(a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any of the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, and a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed

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by applicable law or reasonably requested by the Borrowers as will permit such payments to be made without withholding or at a reduced rate.

(f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.13, 2.14, or 2.15, or otherwise) and under any other Loan Document prior to 12:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 1111 Fannin, Floor 10, Houston, Texas except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.13, 2.14, or 2.15, and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

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(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise (including by virtue of any security), obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(e) or (f), 2.05(b), or paragraph (d) of this Section, or Section 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.13, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental

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Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree, jointly and severally, to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.13, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

ARTICLE III

Representations and Warranties

The Borrowers jointly and severally represent and warrant to the Lenders that:

SECTION 3.01. Organization; Powers.

Each Credit Party and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect in respect of the Company and its Subsidiaries, taken as a whole, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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SECTION 3.02. Authorization; Enforceability.

The Transactions are within the corporate or partnership (as applicable) powers of the Credit Parties and have been duly authorized by all necessary corporate, partnership (if applicable), and, if required, stockholder or partner action. This Agreement (as amended and restated as of the Restatement Effective Date) and each other Loan Document has been duly executed and delivered by each Credit Party that is a party thereto and constitutes a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts; No Defaults.

The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws, certificate of limited partnership, agreement of limited partnership, or other organizational documents of any Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien (except in favor of the Collateral Agent) on any asset now owned or hereafter acquired of any Credit Party or any of its Subsidiaries. No Credit Party is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound.

SECTION 3.04. Financial Condition; No Material Adverse Change.

(a) The Company has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2003, reported on by KPMG LLP, independent public accountants, and (ii) consolidating balance sheets of the Company and its Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof and related consolidating statements of operations for the Company and its Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof as of and for the fiscal year ending December 31, 2003, and including in comparative form the figures for the preceding fiscal year, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and of its Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since December 31, 2003, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of any Credit Party. Except as disclosed on Schedules 3.04 or 6.04 annexed hereto and as complete and correct as of the Restatement Effective Date, the Credit Parties have no liabilities, contingent or

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otherwise, not disclosed on the financial statements referred to in Section 3.04, other than in respect of goods and services arising in the ordinary course of business.

SECTION 3.05.Properties.

(a) Each Credit Party and its Subsidiaries has good and marketable title (free of Liens except such as are set forth on Schedule 3.05 annexed hereto (and as complete and correct as of the Restatement Effective Date) or are otherwise Permitted Liens) to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. No Credit Party is a party to any contract, agreement, lease or instrument (other than the Loan Documents) the performance of which, either unconditionally or upon the happening of any event, will result in or require the creation of a Lien (except in favor of the Collateral Agent) on any of its property or assets (now owned or hereafter acquired) or otherwise result in a violation of any Loan Documents.

(b) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by such Credit Party and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect

SECTION 3.06. Litigation and Environmental Matters.

(a) Except as disclosed on Schedule 3.06 annexed hereto, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting any Credit Party or any of its Subsidiaries (i) which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b) Except as set forth in Schedule 3.06, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither any Credit Party nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) Since December 31, 2003, there has been no change in the status of the matters disclosed on Schedule 3.06 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements.

Each Credit Party and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures,

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agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment and Holding Company Status; Margin Regulations.

No Credit Party nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935. No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board). No part of the proceeds of any Loan or of a Letter of Credit will be used, directly or indirectly and whether immediately, incidentally or ultimately, for any purpose which entails a violation of or which is inconsistent with, the provisions of the regulations of the Board, including, without limitation, Regulation G, T, U or X thereof.

SECTION 3.09.Taxes.

Each Credit Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes (i) the amount of which is in the aggregate not Material, or (ii) that are being contested in good faith by appropriate proceedings and for which such Credit Party or such Subsidiary, as applicable, has set aside on its books adequate reserves.

SECTION 3.10.ERISA.

No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $350,000 the fair market value of the assets of all such underfunded Plans.

SECTION 3.11.Subsidiaries.

The direct and indirect Subsidiaries of the Company, including, without limitation, all Subsidiaries of each Borrower, and their respective business forms, jurisdictions of organization, addresses, and respective equity owners, are set forth on Schedule 3.11A (as complete and correct as of the Restatement Effective Date). Except as so disclosed on Schedule 3.11A, no Credit Party has any direct or indirect Subsidiaries or investments in, or joint ventures or partnerships with, any Person as of the Effective Date. As of the Restatement Effective Date, the Persons listed on Schedule 3.11B hereto (as complete and correct as of the Restatement

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Effective Date) are the only Subsidiaries of the Company other than the Borrowers and Inactive Subsidiaries.

SECTION 3.12.SEC Matters.

The Company is current in all required disclosure and otherwise in compliance in all respects with applicable federal and state securities laws and/or rules and regulations of the Securities and Exchange Commission, and with applicable state securities laws and/or rules and regulations of state securities authorities and of any stock exchanges or other self regulatory organizations having jurisdiction of the Company and/or its securities.

SECTION 3.13.Labor Matters.

Except as set forth on Schedule 3.13, there are no strikes or other material labor disputes or grievances pending or, to the knowledge of either Borrower, threatened, against any Credit Party. Except as set forth on Schedule 3.13 hereto, no Credit Party is a party to any collective bargaining agreement.

SECTION 3.14.Solvency.

On the Restatement Effective Date, including with respect to any Credit Party which is a Guarantor any rights of contribution of such Credit Party, (i) the fair saleable value of the assets of the Credit Parties and their Subsidiaries, in the aggregate, will exceed the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of the Credit Parties and their Subsidiaries as they mature, (ii) the assets of each Credit Party and its Subsidiaries will not constitute unreasonably small capital to carry out their businesses as conducted or as proposed to be conducted, including the capital needs of such Credit Party and its Subsidiaries (taking into account the particular capital requirements of the businesses conducted by such entities and the projected capital requirements and capital availability of such businesses) and (iii) the Credit Parties do not intend to, or intend to permit any of their Subsidiaries to, and do not believe that they or any of their Subsidiaries will, incur debts beyond their ability to pay such debts as they mature (taking into account the timing and amounts of cash to be received by them and the amounts to be payable on or in respect of their obligations).

SECTION 3.15. Security Documents.

The Pledge Agreement, upon execution and delivery by the parties thereto, will create (and continue) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (as such term is defined in the Pledge Agreement), a legal, valid and enforceable security interest in the Collateral (as such term is defined in the Pledge Agreement) and, when (i) such Collateral consisting of corporate stock is delivered to the Collateral Agent (or to the extent it has heretofore been delivered under the Existing Credit Agreement) together with duly executed, undated instruments of transfer, and (ii) financing statements in appropriate form in respect of limited partnership interests constituting Collateral thereunder are (or have heretofore been) filed in the offices specified therein, the Pledge Agreement and the Lien created (and continued) thereunder will continue to constitute a fully perfected first priority Lien on, and security interest

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in such Collateral, in each case prior and superior in right to any other Person except for the Lien of Prudential under the Prudential Pledge and Security Agreement.

SECTION 3.16. Restrictive Agreements.

No Credit Party nor any Subsidiary thereof is a party to any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Credit Party or Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Credit Party or Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other equity interests; other than (i) restrictions and conditions imposed by law or by this Agreement and (ii) restrictions and conditions existing on the date hereof identified on Schedule 3.16.

SECTION 3.17.Disclosure.

The Borrowers have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which each Credit Party or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrowers or any other Credit Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (or the restatement and amendment of this Agreement as of the Restatement Effective Date) or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IV

Conditions

SECTION 4.01. Restatement Effective Date.

The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. The Administrative Agent shall have received (i) from each person listed on Schedule 1.01-2 hereto, a duly executed counterpart of the Amended and Restated Guarantee Agreement in the form of Exhibit 4.01-1 hereto (as it may be supplemented, amended or modified from time to time, a “Subsidiary Guarantee”); (ii) from the Company, a duly executed Amended and Restated Guarantee Agreement in the form of Exhibit 4.01-2 hereto (as it may be supplemented, amended, or modified from time to time, the “Company Guarantee”;

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together with each Subsidiary Guarantee, a “Guarantee Agreement”); and (iii) from each Credit Party, a duly executed counterpart of the Amended and Restated Subordination Agreement in the form of Exhibit 4.01-3 hereto (as it may be supplemented, amended or modified from time to time, the “Subordination Agreement”). The Collateral Agent shall have received from each Credit Party other than those that are limited partnerships or limited liability companies, the duly executed Amended and Restated Pledge and Security Agreement in the form of Exhibit 4.01-4 hereto (as it may be supplemented, amended, or modified from time to time, the “Pledge Agreement”) together with (x) certificates representing the corporate securities pledged thereunder together with related undated stock powers endorsed in blank, (y) Form UCC-1 financing statements in respect of all partnership interests and limited liability company interests in which a security interest is granted thereunder, and (z) instruments of consent, waiver, and recognition in the form of Exhibit 2.01 to the Pledge Agreement duly executed by each Credit Party that is (A) a partnership and by each partner therein and (B) a limited liability company and by each member thereof.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, and the Lenders and dated the Restatement Effective Date) of Phillips Nizer LLP, counsel for the Credit Parties, substantially in the form of Exhibit B-1 and Squire, Sanders & Dempsey LLP, special Ohio Counsel to Kinro substantially in the form of Exhibit B-2, covering such matters relating to the Credit Parties, this Agreement, the other Loan Documents or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsels to deliver such opinion.

(c) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of each Credit Party that is a corporation, a copy of the certificate of limited partnership of each Credit Party that is a limited partnership, in each case certified as of a recent date by the Secretary of State of the state of its organization, and a copy of the Certificate of formation of each Credit Party that is a limited liability company (ii) a certificate as to the good standing of each Credit Party as of a recent date, from the Secretary of State of the state of its organization; (iii) a certificate of the Secretary or Assistant Secretary of each Borrower and each Guarantor, or of the managing general partner of each Guarantor that is a limited partnership or limited liability company, as the case may be, dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower or such Guarantor or, in the case of a Guarantor that is a limited partnership, its agreement of limited partnership, or, in the case of a Guarantor that is a limited liability company, its operating agreement as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower or such Guarantor (or, in the case of a Guarantor that is (x) a limited partnership, by the Board of Directors of its managing general partner or (B) a limited liability company, by its managing member), authorizing the execution, delivery and performance of the Loan Documents and (in the case of each Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Restatement Effective Date, (C) that the certificate of incorporation of the Borrower or such Guarantor, or, in the case of a Guarantor that is (x) a limited partnership,

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its certificate of limited partnership, or (B) a limited liability company, its certificate of formation, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower or such Guarantor (or the managing general partner of such Guarantor which is a limited partnership or the managing member of such Guarantor that is a limited liability company); (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or their counsel or counsel for the Administrative Agent and the Collateral Agent may reasonably request.

(d) Each Lender requesting the same shall have received a duly executed Revolving Credit Note (each, a “Revolving Credit Note”, which term shall also include all amendments and replacements thereof or substitutions therefor), in the form of Exhibit 4.01-5 hereto.

(e) Concurrently with the consummation of the transactions contemplated hereby on the Restatement Effective Date:

(i) (x) the Note Purchase and Private Shelf Agreement between Prudential (and Prudential affiliates, as defined therein, which become bound by the provisions thereof) and the Borrowers (the “Prudential Shelf Agreement”) shall have closed, and (y) the Administrative Agent shall have received a copy of the Prudential Shelf Agreement and of (A) the Company guaranty of the Prudential Shelf Agreement (the “Prudential Company Guaranty”), (B) the guaranty by the Company’s Subsidiaries (other than the Borrowers and LCC) of the Prudential Shelf Agreement (the Prudential Subsidiary Guaranty”), (C) the pledge and security agreement by the Company and certain of the Credit Parties securing the Prudential Shelf Agreement (the “Prudential Pledge and Security Agreement”) and (D) the subordination agreement in favor of Prudential by the Credit Parties (the “Prudential Subordination Agreement”) or agreements or any of them referred to therein, certified as true, correct and complete by the President, a Vice President or a Financial Officer of the Company;

(ii) the Intercreditor agreement between Prudential, the Trustee, the Administrative Agent, the Collateral Agent and the Lenders (the “Prudential Intercreditor Agreement”) shall have been executed and delivered by all parties thereto; and

(iii)the Borrowers shall have repaid in full the principal of all loans outstanding, and other fees amounts due under, the Existing Credit Agreement and under each agreement related thereto, and the Administrative Agent shall have received duly executed documentation either evidencing or necessary for (A) the termination of the Existing Credit Agreement and each other agreement related thereto, and (B) the cancellation of all commitments thereunder.

(f) After giving effect to the Transactions, on the Restatement Effective Date, the Credit Parties shall have no Indebtedness other than (i) Indebtedness under the Loan Documents and (ii) Indebtedness permitted under Section 6.04.

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(g) On the Restatement Effective Date, the Administrative Agent shall have received a certificate of the chief executive officer of the Company containing a description, satisfactory to the Administrative Agent in its discretion, of the structure of ownership and voting relationships among the Company, the Borrowers, and each other Credit Party.

(h) On the Restatement Effective Date, immediately prior to the effectiveness hereof, there shall be no Default or Event of Default (as such terms are used in the Existing Credit Agreement) under the Existing Credit Agreement, and the respective chief executive officers of the Company and of each Borrower shall have delivered to the Bank certificates to such effect.

(i) All legal matters incident to this Agreement and the Borrowing hereunder shall be satisfactory to the Lenders and their counsel and to counsel for the Administrative Agent, and the Collateral Agent on the Restatement Effective Date.

(j) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(k) The Lenders shall be satisfied that the consummation of the Transactions will not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under any material agreement of any Credit Party or Subsidiary thereof.

(l) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrowers hereunder.

The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on February __, 2005 (and, in the event such conditions are not so satisfied or waived, the Revolving Credit Commitments shall terminate at such time).

SECTION 4.02. Each Credit Event.

The obligation of each Lender to make a Loan on the occasion of any Borrowing, or to continue or convert any Loan, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of such continuation or conversion, as applicable.

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(b) At the time of and immediately after giving effect to such Borrowing or such continuation or conversion, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each continuation or conversion of any Loan shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Revolving Credit Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and the Letter of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrowers covenant and agree, jointly and severally, with the Lenders that:

SECTION 5.01. Financial Statements and Other Information.

The Borrowers will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Company, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) consolidating balance sheets setting forth such information separately for the Company and for each Borrower as of the end of such fiscal year and consolidating statements of operations setting forth such information separately for the Company and for each Borrower for such fiscal year, such consolidating balance sheet and consolidating statements of operations to be certified by the chief financial officer of the Company as fairly presenting the financial condition and results of operations of the Company and each Borrower as of the end of, and for, such fiscal period in accordance with GAAP;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, (i) its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter (except in the case of the statements of stockholders’ equity and cash flows) and the then elapsed portion of the fiscal year, setting forth in each case (except in the case of stockholders’ equity) in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in

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accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) consolidating balance sheets of the Company and of each Borrower setting forth such information separately for the Company and for each Borrower and related consolidating statements of operations of the Company and of each Borrower setting forth such information separately for the Company and each Borrower as of the end of and for such quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or in the case of the balance sheets, as of the end of) the previous fiscal year, all of which shall be certified by the chief financial officer of the Company as fairly presenting the financial condition and results of operations therein shown in accordance with GAAP consistently applied subject to normal year-end adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.03, 6.04, 6.06, 6.07, 6.08, 6.10A and 6.11 and (iii) stating whether any change in the application of GAAP in respect of the audited financial statements referred to in Section 3.04 has occurred and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines), and promptly after receipt by the Company, a copy of each management letter (if prepared) of such accounting firm (together with any response thereto prepared by the Company);

(e) promptly (i) after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary thereof with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; and (ii) copies of any documents and information furnished to any other government agency (except if in the ordinary course of business), including the Internal Revenue Service;

(f) promptly, a copy of any amendment or waiver of any provision of any agreement or instrument referred to in Section 6.12;

(g) promptly, a copy of any promissory notes issued under the Prudential Shelf Agreement (or a summary of any extension of credit thereunder or pursuant thereto not evidenced by a promissory note) and a copy of any certificate or notice given by any Credit Party to Prudential or to the holders of any Prudential Notes or other Prudential Debt, or received by any Credit Party from Prudential or any holder of a Prudential Note or other Prudential Debt; and

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(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of each Credit Party or any Subsidiary thereof, or compliance with the terms of this Agreement or the other Loan Documents, as the Administrative Agent, the Collateral Agent, or any Lender may reasonably request.

SECTION 5.02. Notices of Certain Events.

The Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Credit Party and its Subsidiaries in an aggregate amount exceeding $250,000; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of a Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business.

Each Credit Party will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Obligations.

Each Credit Party will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Credit Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect, and (d) the same shall be paid or discharged or fully and

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adequately bonded before it might become a Lien upon any property or asset of such Credit Party or Subsidiary.

SECTION 5.05. Maintenance of Properties; Insurance.

Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, including, without limitation, insurance against fire, and public liability insurance against such risks and in such amounts, and having such deductible amounts as are customary, with companies in the same or similar businesses and which is no less than may be required by law.

SECTION 5.06. Books and Records; Inspection Rights.

Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, the Collateral Agent, or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, and to verify the status of any Collateral, all at such reasonable times and as often as reasonably requested.

SECTION 5.07. Compliance with Laws; Environmental Laws.

(a) Each Credit Party will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Without limiting the preceding paragraph, each Credit Party will, and will cause each of its Subsidiaries to (i) comply in all material respects with, and use reasonable best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws; and (ii) conduct and complete (or cause to be conducted and completed) all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and in a timely fashion comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect;

SECTION 5.08. Use of Proceeds and Letters of Credit.

The proceeds of the Revolving Loans will be used to repay the indebtedness of the Borrowers under the Existing Credit Agreement, for permitted capital expenditures, for permitted

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acquisitions, and for working capital purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations G, U and X. The Letters of Credit will be used only to support payment (and/or guarantee) obligations of the Borrowers to the beneficiaries thereof.

SECTION 5.09. Additional Guarantors; Additional Collateral; Additional Parties to Subordination Agreement.

If any Person (a) after the Restatement Effective Date becomes (whether upon its formation, by acquisition of stock or other interests therein, or otherwise) a Subsidiary of any Credit Party (a “New Subsidiary”), or (b) that was an Inactive Subsidiary of a Credit Party ceases to be an Inactive Subsidiary of a Credit Party but continues to be a Subsidiary thereof, the Borrowers shall promptly furnish notice in writing of such facts to the Administrative Agent and, if the Administrative Agent and the Required Lenders, shall so elect (but provided that if the Trustee or any of the holders of the Senior Notes or Prudential or any of the holders of any Prudential Notes or other Prudential Debt shall receive any guaranty or security in respect of such New Subsidiary the Administrative Agent and the Required Lenders, shall be deemed to have so elected) (i) cause such New Subsidiary or formerly Inactive Subsidiary to become a Guarantor pursuant to an instrument in form, scope, and substance satisfactory to the Administrative Agent, (ii) deliver or cause to be delivered, or assign, to the Collateral Agent (x) subject to the Lien in favor of the Collateral Agent under the Pledge Agreement, the certificates representing shares of stock or other interests of the New Subsidiary or formerly Inactive Subsidiary owned by a Credit Party (or Subsidiary thereof), together with appropriate instruments of transfer required under the Pledge Agreement, and (y) an amendment to the Pledge Agreement, reflecting the foregoing in the form thereof prescribed under the Pledge Agreement; and (iii) cause such New Subsidiary or formerly Inactive Subsidiary to become a party to the Security Documents pursuant to one or more instruments or agreements satisfactory in form and substance to the Collateral Agent, the effect of which shall be to secure the Obligations by a first priority Lien on and security interest in (which Lien and security interest may be pari passu with a like Lien and security interest in the Trustee for the holders of any Prudential Notes or other Prudential Debt)the capital stock of such New Subsidiary or formerly Inactive Subsidiary, provided, however, that in any event, prior to the time that any New Subsidiary or formerly Inactive Subsidiary receives the proceeds of, or makes, any loan or advance or other extension of credit, from or to, or otherwise becomes the obligor or obligee in respect of any Indebtedness of, any Credit Party or Subsidiary thereof, the Borrowers shall (A) cause to be taken, in respect of any such obligor, the action referred to in the preceding clauses (i), (ii), and (iii), and (B) in the case of any such obligee, cause such obligee to become a party to the Subordination Agreement pursuant to one or more instruments or agreements satisfactory in form and substance to the Administrative Agent. Notwithstanding the foregoing, LCC shall not be required to become a Guarantor and not more than sixty (60%) percent of its stock shall be required to be pledged to the Collateral Agent as Collateral so long as (i) (x) LCC shall not be a guarantor of any of the Prudential Notes or any other Prudential Debt or of any other obligation of another Credit Party and (y) not more than 60 percent (60%) of its capital stock shall have been pledged as collateral for any of the Prudential Notes or other Prudential Debt or any other obligation of any other Credit Party, and (ii) Treas. Reg. Sec. 1.956-2(c) would require inclusion of the earnings and profits of LCC in the earnings of Lippert for United States income tax purposes if LCC were a Guarantor or if a percentage equal to or greater

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than 66-2/3 percent (66-2/3%) of its outstanding capital stock were pledged as collateral for any obligation of the Borrowers.

SECTION 5.10. Further Assurances.

(a) Each Credit Party will, and will cause its Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing Uniform Commercial Code and other financing statements and the establishment of and deposit of Collateral into custody accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent, or the Collateral Agent, may request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents, it being understood that it is the intent of the parties that the Obligations shall be secured by, among other things, all the interests of each Borrower in each Subsidiary or Affiliate and of each Guarantor (other than the Company) in each Subsidiary or Affiliate, including any such interests acquired subsequent to the Restatement Effective Date. Such security interests and Liens will be created under the Security Documents and other security agreements, and other instruments and documents in form and substance satisfactory to the Required Lenders, and the Borrowers shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, and lien searches) as the Required Lenders shall reasonably request to evidence compliance with this Section 5.10. The Borrowers agree to provide such evidence as the Required Lenders shall reasonably request as to the perfection and priority status of each such security interest and Lien (which Lien and security interest may be coordinate with a like Lien in Prudential for the benefit of the Prudential Notes or any other Prudential Debt).

SECTION 5.11.Succession Plan.

The Company shall at all times have and keep in effect a succession plan for its principal officers which has been approved by its Board of Directors and shall furnish to the Administrative Agent upon request from time to time for delivery to the Lenders a copy of the same, provided that such plan shall be kept confidential by the Administrative Agent and the Lenders in accordance with Section 9.12 hereof.

ARTICLE VI

Negative Covenants

Until the Revolving Credit Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and the Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrowers covenant and agree, jointly and severally, with the Lenders that:

SECTION 6.01. Transactions with Affiliates.

Except as set forth on Schedule 6.01 annexed hereto, each Borrower shall not, and shall not permit any other Credit Party or any of its or their Subsidiaries to, enter into, directly or

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indirectly, any transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of assets of any kind or the rendering of any service) with any Affiliate (other than another Credit Party or a Wholly-Owned Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of such Borrower’s or such other Credit Party’s business and upon fair and reasonable terms no less favorable to such Borrower or such other Credit Party than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

SECTION 6.02. Merger, Consolidation, etc.

Each Borrower shall not, and shall not permit any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (i) such merger, consolidation, conveyance, transfer, or lease is with or to another Credit Party, provided, that neither the Company nor any Borrower may sell or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it; (ii) (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of any Credit Party or any of its Subsidiaries, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Credit Party or such Subsidiary is not such corporation, (b) such corporation shall have executed and delivered to the Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement and the other Loan Documents, and (c) shall have caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Administrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (iii) immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the provisions of Section 6.04(d) hereof to incur at least $1.00 of additional Indebtedness.

No such conveyance, transfer or lease of substantially all of the assets of any Credit Party or any of its Subsidiaries shall have the effect of releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 6.02 from its liability under this Agreement, the Notes, or the other Loan Documents to which it is a party.

No such conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be permissible if it would result in a violation of Article VII (m) hereof.

SECTION 6.03.Liens.

No Borrower shall, nor shall it permit any other Credit Party or any of its or their Subsidiaries to, incur, assume or suffer to exist any Lien upon any of its assets now or hereafter owned, or upon the income or profits thereof, other than Permitted Liens. In any case wherein

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any such assets are subjected or become subject to a Lien in violation of this Section 6.03, the Borrowers will make or cause to be made provision whereby the Obligations will be secured equally and ratably with all obligations secured by such Lien, and in any case the Notes shall have the benefit, to the full extent that, and with such priority as the holders may be entitled under applicable law, of an equitable Lien on such assets securing (in the manner as aforesaid) the Notes and such other obligations; provided, however, that any Lien created, incurred or suffered to exist in violation of this Section 6.03 shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 6.03. In no event shall a Lien be granted by any Credit Party in respect of any of its property to the Trustee for the benefit of any holders of the Prudential Notes or any other Prudential Debt unless concurrently therewith a Lien of equal priority (and on the same property) is granted to the Collateral Agent for the benefit of the Lenders.

SECTION 6.04.Indebtedness.

The Company and the Borrowers will not, nor will the Company or any of the Borrowers permit, any of its or their direct or indirect Subsidiaries, directly or indirectly, to create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder or under the other Loan Documents;

(b) Indebtedness of a Credit Party in respect of any of the Prudential Notes or any other Prudential Debt or otherwise pursuant to the Prudential Shelf Agreement not in excess of the lesser of (x) $60,000,000 or (y) the lowest outstanding principal balance from time to time in accordance with the schedule of payments therein, provided, however, that the Credit Parties shall not prepay all or in part the Prudential Notes or any of them or any other Prudential Debt except as specifically required under the Prudential Shelf Agreement (but solely as in effect as of the date hereof and without reference to any default provisions), unless the Loans shall be prepaid concurrently therewith as provided in Section 2.09(b)(2), pari passu with the Prudential Notes or any other Prudential Debt being prepaid;

(c) Indebtedness existing on the Restatement Effective Date and set forth in Schedule 6.04 annexed hereto as complete and correct as of the Restatement Effective Date;

(d) All renewals, extensions, substitutions, refinancings, or replacements, in an amount not to exceed the amount so refinanced, of any outstanding Indebtedness (excluding from this Section 6.04(d) the Indebtedness referred to in Section 6.04(b)) provided that the terms, covenants and restrictions in respect of such renewals, extensions, substitutions, refundings or replacements are note more materially onerous than the existing terms, covenants and restrictions of such Indebtedness;

(e) Interest Rate Hedging Exposure Amount to Interest Rate Protection Merchants not exceeding $2,000,000 in the aggregate;

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(f) Indebtedness of one Credit Party to another Credit Party (other than the Company); provided the (i) there is adequate consideration for such Indebtedness and there is evidence of such Indebtedness on each Credit Party’s books, (ii) all of the outstanding capital stock or other equity interests of each such Credit Party shall be owned 100% directly or indirectly by the Company and a Borrower, (iii) each of such Credit Parties to or by whom such Indebtedness is owned, or who owns (directly or indirectly) any stock referred to in the preceding clause (ii), shall have become a party to a Guarantee Agreement, to the Subordination Agreement, and/or the Pledge Agreement (or to all of them) as contemplated by Section 5.09 hereof, (iv) such Indebtedness shall at all times be subject to the provisions of the Subordination Agreement as Subordinated Debt as defined in the Subordination Agreement, and (v) such Indebtedness shall not be assigned or transferred by the obligee thereof to any Person other than another Credit Party such that after giving effect to such assignment or transfer all the conditions of this proviso are met; and

(g) to the extent not included above in this Section 6.04, other Indebtedness incurred by the Company or any Borrower or any of its or their Subsidiaries; provided that, at the time of incurrence thereof and after giving effect thereto and to the application of the proceeds thereof, Consolidated Indebtedness shall not exceed 55% of Total Capitalization of the Company and its Subsidiaries.

SECTION 6.05. Restrictive Agreements.

Each Borrower shall not, and shall not permit any other Credit Party or any of its or their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Credit Party or any Subsidiary thereof, (i) to create incur or permit to exist any Lien upon any of its property or assets or revenues, whether now or hereafter acquired, (ii) to pay dividends or make other distributions to the Company or any Borrower with respect to any shares of its capital stock or other equity interests, (iii) to pay any Indebtedness owed to the Company or any Borrower, (iv) to make or permit to exist loans or advances to the Company or any Borrower, or (v) to sell transfer, lease or otherwise dispose of any of its properties or assets to the Company or any Borrower; provided that (x) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or the Prudential Shelf Agreement, and (y) such Credit Party or Subsidiary may enter into such an agreement in connection with any Permitted Lien, so long as such prohibition or limitation is by its terms effective only against the property, assets or revenues subject to such Lien.

SECTION 6.06. Limitation on Subsidiary Indebtedness and Issuance of Preferred Stock.

None of the Borrowers shall permit any of its Subsidiaries to, at any time, directly or indirectly, incur, create, assume, guarantee or become or be liable in any manner with respect to any Indebtedness or issue any preferred stock except:

(i) Indebtedness of such Subsidiary outstanding as of the Restatement Effective Date and set forth on Schedule 6.06 annexed hereto or any refinancing, extension, renewal or refunding of any such Indebtedness in an amount not to exceed the amount

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so refinanced of such Indebtedness; provided that the terms, covenants and restrictions in respect of such refinancing, extension, renewal or refunding are not materially more onerous than the existing terms, covenants and restrictions of such Indebtedness;

(ii) Indebtedness of such Subsidiary in respect of guaranties delivered pursuant to the Prudential Shelf Agreement;

(iii) preferred stock of such Subsidiary issued on or prior to the Effective Date;

(iv) subject to Section 6.04(f) hereof, Indebtedness of, or preferred stock issued by, such Subsidiary to a Borrower or a Subsidiary of a Borrower; and

(v) other Indebtedness or preferred stock of such Subsidiary, provided that such Indebtedness and preferred stock together with the aggregate amount of outstanding Indebtedness and the aggregate liquidation value of preferred stock of such Subsidiary previously incurred and outstanding under this Section 6.06 (other than Indebtedness incurred under (iii) hereof), does not at any time exceed 25% of Consolidated Net Worth and provided further that the aggregate Indebtedness of such Subsidiary and all of other Subsidiaries not secured by a Lien does not at any time exceed 15% of Consolidated Net Worth.

SECTION 6.07. Limitation on Restricted Payments.

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare, make or pay, or agree to declare, make or pay or incur any liability to make or pay, or cause or permit to be declared, made or paid, or set aside any sum or property to declare, make or pay any Restricted Payment, other than (a) cash dividends (or distributions, in the case of partnerships) from Subsidiaries of the Company to the Company, (b) acquisitions or purchases by the Company or any of its Subsidiaries of capital stock of any Subsidiary or capital contributions made by the Company or any of its Subsidiaries to a Subsidiary and (c) to the extent not covered by the foregoing clauses (a) and (b), any other Restricted Payments made by the Company provided that each of the following conditions is satisfied at the time of making such Restricted Payment and after giving effect thereto:

(i) no Default of Event of Default has occurred and is continuing; and

(ii) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 6.04(d) hereof, and

SECTION 6.08.Sale of Assets.

Subject to the provisions of Section 6.02 hereof, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, in a single transaction or a series of transactions, sell, lease, transfer, abandon or other-wise dispose of or suffer to be sold, leased, transferred, abandoned or otherwise disposed of (collectively, “Transfer”) assets in excess of 10% of Consolidated Total Assets (as determined as of the end of the fiscal quarter of the

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Company ending on or immediately before the determination date) (“Substantial Assets”) other than in the ordinary course of business (including without limitation the disposal of obsolete assets not used or useful in such Credit Party’s business) in any fiscal year, and provided that such Transfer of Substantial Assets in the aggregate shall not exceed 40% of Consolidated Total Assets measured as of the Restatement Effective Date, except that:

(i) any Credit Party or any of its Subsidiaries may Transfer its assets to any Credit Party or any other Wholly-Owned Subsidiary; and

(ii) any Credit Party or any of its Subsidiaries may Transfer its assets in excess of the limitations set forth above (such assets collectively the “Excess Assets”) only if the proceeds of such sales of Excess Assets are used to purchase other property of a similar nature of at least equivalent value (such property the “Excess Replacement Assets”) within one year of such sale, provided, however, that there shall be no Lien on any of the Excess Replacement Assets.

SECTION 6.09. Limitation on Investments.

No Credit Party shall, nor shall it permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, guarantee (except pursuant to this Agreement or the Prudential Shelf Agreement) any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except Permitted Loans and Investments.

SECTION 6.10. Hedging Agreements.

No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Hedging Agreement for purposes of speculation or investment, or otherwise outside of the ordinary course of the business of such Credit Party.

SECTION 6.10ALimitation on Priority Debt.

Notwithstanding anything set forth in the definition of Permitted Liens or Section 6.06, the Borrowers will not permit Priority Debt to exceed (a) at any time on or prior to December 31, 2005, 33% of Consolidated Net Worth determined as of the last day of the most recently ended fiscal quarter of the Company, and (b) at any time after December 31, 2005, 30% of the Consolidated Net Worth determined as of the last day of the most recently ended fiscal quarter of the Company.

SECTION 6.11.Certain Financial Covenants.

(a) The Company and its Subsidiaries, on a consolidated basis, shall have, at the end of each fiscal quarter commencing with the fiscal quarter ended December 31, 2004, a minimum Consolidated Tangible Net Worth of not less than $90,000,000 Dollars, plus

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fifty (50%) percent of the sum of the Consolidated Net Income for each fiscal quarter (but taking into account the Consolidated Net Income for a fiscal quarter only if it is a positive number) ending after December 31, 2004 (and including the fiscal quarter for which the Consolidated Tangible Net Worth is to be calculated.)

(b) The Company and its Subsidiaries, on a consolidated basis, shall have, at the conclusion of each twelve month period ending on the last day of each fiscal quarter ending on or after December 31, 2004, a Maximum Leverage Ratio of not more than 2.50:1.00.

(c) The Company and its Subsidiaries, on a consolidated basis, shall have, a Minimum Debt Service Ratio at the conclusion of each twelve month period ending on the last day of each fiscal quarter (i) commencing after September 30, 2004 and ending on or before December 31, 2005 of not less than 1.50:1.00; and (ii) commencing after December 31, 2005 of not less than 1.75 to 1.00.

SECTION 6.12. Amendment of Certain Documents.

No Credit Party shall, nor will it permit any of its Subsidiaries to:

(a) Permit the termination of, or any amendment, waiver or modification to, the Certificate of Incorporation or By-Laws, or Certificate of Limited Partnership, Certificate of Formation, Agreement of Limited Partnership, or Operating Agreement as the case may be, of any Credit Party or Subsidiary thereof except for amendments, modifications or waivers that are not adverse in any respect to the Lenders, the Administrative Agent, the Collateral Agent, or the Issuing Bank.

(b) Amend in any material respect the Prudential Shelf Agreement, or the Prudential Notes or any other Prudential Debt or any other agreement entered into in connection therewith without the prior written consent of the Required Lenders.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable;

(c) any representation or warranty made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in or in connection with this Agreement or

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any other Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Credit Parties shall fail to observe or perform in any material respect any covenant, condition or agreement contained in Article V or in Article VI hereof, or in any Guarantee Agreement, the Subordination Agreement or in any Security Document;

(e) the Credit Parties shall fail to observe or perform any other covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrowers (which notice will be given at the request of any Lender);

(f) (i) The Borrowers shall fail to make a payment of any principal of, or premium or interest in respect of any Prudential Notes or any other Prudential Debt that is outstanding beyond any period of grace provided with respect thereto (unless waived in writing by Prudential (and any other Persons a waiver from which is required) (and only so long as such waiver shall continue in effect by its terms)); (ii) any Credit Party or any of its Subsidiaries is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or interest on any Indebtedness (excluding the Indebtedness issued under or pursuant to the Prudential Shelf Agreement) that is outstanding in a principal amount of at least $3,000,000 individually or $5,000,000 in the aggregate beyond any period of grace provided with respect thereto, or (iii) any Credit Party or any of its Subsidiaries is in default in the performance of or compliance with any term of (x) the Prudential Notes or the Prudential Shelf Agreement or any guaranty or pledge agreement securing the Prudential Notes or any other Prudential Debt or (y) any evidence of any Indebtedness (excluding the Indebtedness evidenced by the Prudential Notes or any other instrument evidencing any Prudential Debt) in principal amount of at least $3,000,000 individually or $5,000,000 in the aggregate, or of any mortgage, indenture or other agreement relating thereto, or (iv) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interest), (x) any Credit Party has become obligated to purchase (A) or repay any of the Prudential Notes or any other Prudential Debt before their regular maturity or before their regularly scheduled dates of repayment, or (B) any other Indebtedness before its regular maturity or before its regularly scheduled dates of payment in a principal amount of at least $3,000,000 individually or $5,000,000 in the aggregate, or (y) one or more Persons have the right to require any such Credit Party to purchase or repay any such Indebtedness referred to in (A) or (B) (provided, however, that for the purposes of this paragraph (f) the “principal amount” of the obligations of any Credit Party or Subsidiary in respect of any Hedging Agreements at any time shall be treated as Indebtedness in an amount which shall be equal to the maximum aggregate amount (giving effect to any netting agreements) that any such Person would be required to pay if such Hedging Agreement were terminated at such time);

(g) [intentionally omitted];

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any

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Credit Party or any Subsidiary thereof or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for any Subsidiary thereof or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Credit Party or any Subsidiary thereof shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Credit Party or any Subsidiary thereof or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) any Credit Party or any Subsidiary thereof shall become unable, admit in writing or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $100,000 shall be rendered against any Credit Party and/or any Subsidiary thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Credit Party or any Subsidiary thereof to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of any Credit Party in an aggregate amount exceeding (i) $150,000 in any year or (ii) $350,000 for all periods; or

(m)a Change in Control shall occur; or

(n) (i) any security interest in favor of the Collateral Agent created or purported to be created under the Pledge Agreement, or under any other Security Document, shall, in any such case, no longer provide the lien or priority contemplated by such Security Document or any party having granted any such security interests (or any successor thereto or representative thereof) shall make any claim or assertion to such effect, or (ii) any Credit Party (or any successor thereto or representative thereof) shall claim or assert that this Agreement or any Guarantee Agreement or any right or remedy of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender hereunder shall not be enforceable in accordance with its terms, or any Person (other than the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender) shall claim or assert that any other Loan Document or any right or remedy of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender thereunder shall not be enforceable in accordance with its terms; then, and in every such event (other than an event

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described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon the Revolving Credit Commitments (including, but not limited to any right to increase the same under Section 2.06A) shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) require cash collateral as contemplated by Section 2.04(j), and (iv) enforce rights or cause the enforcement of rights or exercise or cause the exercise of any remedies available under any Loan Document or otherwise; and in case of any event described in clause (h) or (i) of this Article, the Revolving Credit Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

ARTICLE VIII

The Agents

Each of the Lenders and the Issuing Bank hereby irrevocably appoints (i) JPMorgan Chase Bank, N.A. as Administrative Agent, and (ii) JPMorgan Chase Bank, N.A. as Collateral Agent, (the Administrative Agent and the Collateral Agent, for purposes of this Article being referred to individually as an “Agent” and collectively as the “Agents”), and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of this Agreement or by the terms of any other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Each bank serving as an Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate thereof as if it were not an Agent.

None of the Agents shall have any duties or obligations except those expressly set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as

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expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Subsidiaries that is communicated to or obtained by such Agent or any of its Affiliates in any capacity; provided, however, that Agents shall give Lenders immediate written notice of any action taken or notice received or given by any of them pursuant to the Intercreditor Agreement. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrowers or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for any Credit Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it including, without limitation, its duties, rights and powers under any Loan Documents in respect of the Collateral or any portion thereof. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

Subject to the foregoing, each Agent (including but not limited to the Administrative Agent) acting under or in respect of the Collateral, shall act for the ratable benefit of the Lenders and the Issuing Bank as appropriate hereunder (unless otherwise provided herein or in any other Loan Documents) and shall be entitled to the exculpations, privileges, indemnities and other protections provided for the benefit of the Agent herein or therein.

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Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as an Agent by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as such. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any Agent’s resignation, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.  

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Borrowers or to any of the Borrowers, to the Borrowers c/o the Company at 200 Mamaroneck Avenue, White Plains, New York 10601, Attention of Leigh J. Abrams (Telecopy No. 914-428-4581);

(b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Bank Services Group, 1111 Fannin, Floor 10, Houston, Texas 77002, Attention of Denise Ramon (Telecopy No. (713) 750-2938), with copies to JPMorgan Chase Bank, N.A., 106 Corporate Park Drive, White Plains, New York 10604, Attention of Florence Reap (Telecopy No. (914) 993-7938);

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(c) if to the Issuing Bank, to JPMorgan Chase Bank, N.A., 106 Corporate Park Drive, White Plains, New York 10604, Attention of Florence Reap (Telecopy No. (914) 993-7938); and

(d) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendments.  

(a) No failure or delay by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder or under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement or any of the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders, and (b) in the case of any Security Document, pursuant to an agreement entered into by the parties thereto and consented to by the Required Lenders; provided that no such agreement shall (i) increase the Revolving Credit Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release any material Collateral under any Security Document or release any guarantor under any Guarantee Agreement except as expressly permitted thereby or hereby, without the prior consent

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of each Lender, (vi) waive, amend, or modify any provision of Section 6.09 or 6.11 without the prior written consent of the Mandatory Lenders; or (vii) change any of the provisions of this Section or the definition of “Required Lenders” or “Mandatory Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, or the Issuing Bank hereunder or thereunder without the prior written consent of the Administrative Agent, the Collateral Agent, or the Issuing Bank, as the case may be.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.  

(a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by each of the Administrative Agent, the Collateral Agent, and the Issuing Bank, and its respective Affiliates, including the reasonable fees, charges and disbursements of counsel for such Persons, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the amendment, renewal or extension of the Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights against any Credit Party in connection with this Agreement or the other Loan Documents, including its rights against any Credit Party under this Section, or against any Credit Party in connection with the Loans made hereunder or the Letters of Credit, or any Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, or Collateral.

(b) The Borrowers shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (other than in connection with disputes between parties hereto other than Credit Parties regarding obligations of such other parties), (ii) any Loan or the Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any

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property owned or operated by and Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent, the Collateral Agent, or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, or the Issuing Bank in its capacity as such; and provided further that the action of the Collateral Agent, or the Issuing Bank giving rise to the same did not constitute gross negligence or willful misconduct by such Person.

(d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the Letters of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04.Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including an Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

    (A) the Borrowers, provided that no consent of the Borrowers shall be required for an assignment to a Lender or an affiliate of a Lender, or if an Event of Default has occurred and is continuing, any other assignee;

    (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Credit Commitment to an assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment; and

    (C) the Issuing Bank.

(ii)Assignments shall be subject to the following additional conditions:

    (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment or Loans of any Type, the amount of the Revolving Credit Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing;

    (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents;

    (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

    (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights

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and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(b), 2.06(d) or (e), 2.16(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Credit Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers and the other Loan Documents, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the

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consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.15(e) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the Revolving Credit Note issued to it to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival.  

All covenants, agreements, representations and warranties made by the Borrowers herein and by the Borrowers and the other Credit Parties in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or the Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this Agreement or any provision hereof.

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SECTION 9.06. Counterparts; Integration; Effectiveness.  

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties thereto relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability.  

Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff.  

If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of a Borrower against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.  

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT OF LAWS PRINCIPLES..

(b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District

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of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against either Borrower or its properties in the courts of any jurisdiction.

(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL.  

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings.  

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

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SECTION 9.12. Confidentiality.  

Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any other Loan Document or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrowers. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their businesses, other than any such information that is available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation.  

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

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SECTION 9.14. USA Patriot Act.

Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

ARTICLE X

The Borrowers

Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to any of, any two of, or all of the Borrowers under this Agreement, shall in every case (whether or not specifically so stated in each such case herein) be joint and several. Every notice by or to any Borrower shall be deemed also to constitute notice by and to the other Borrowers, every act or omission by any Borrower also shall be binding upon the other Borrowers, and the Administrative Agent, the Collateral Agent, the Issuing Bank, and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of the other Borrowers.

[Balance of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

KINRO, INC.

By: /s/ Fredric M. Zinn

       ————————————————

        Name: Fredric M. Zinn

        Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       ————————————————

        Name: Fredric M. Zinn

        Title:   Vice President

JPMORGAN CHASE BANK, N.A. individually and
as Administrative Agent,

By: /s/ Florence M. Reap

       ————————————————

        Name: Florence M. Reap

        Title:   Vice President

KEYBANK NATIONAL ASSOCIATION, individually

By: /s/ Thomas J. Purcell

       ————————————————

        Name: Thomas J. Purcell

        Title:   Senior Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, individually

By: /s/ Robert H. Rogers

       ————————————————

        Name: Robert H. Rogers

        Title:   First Vice President

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EX-10.2

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 used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement. Reference is further made to the Subsidiary Guarantee Agreement dated as of January 28, 1998, (as thereafter amended and supplemented from time to time, the “Original Subsidiary Guarantee”) between the Guarantors (other than Lippert Tire & Axle, Inc., a Delaware corporation) and the Administrative Agent, which instrument the parties agree is being amended and restated hereby.

The Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by each Guarantor hereunder of a guarantee agreement in the form hereof.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.01.        Definitions; Terms.  References to this “Agreement” shall be to this Amended and Restated Subsidiary Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of a Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers to one or more of the Secured Parties under the Credit Agreement or any of the other Loan Documents or of the Borrowers (or either of them) under or in respect of any Interest Rate Hedging Agreement now or hereafter in effect, and (b) the due and punctual performance of all

covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Loan Documents and under any Interest Rate Hedging Agreement now or hereafter in effect. References to a “guarantor” shall include each Guarantor hereunder, the Company, and any other Person that is a guarantor of any or all of the Obligations, and references to a “guarantee” shall include this Agreement, the Company Guarantee Agreement and any other guarantee of any or all of the Obligations by any other Person.

                Section 2.01.      Guarantee.

                                            (a)     The Guarantors hereby, jointly and severally, unconditionally, absolutely, and irrevocably guarantee (and hereby reaffirm and continue their guarantees under the Original Subsidiary Guarantee), each as a primary obligor and not merely as a surety, the due and punctual payment and performance in full of the Obligations, in each case strictly in accordance with the terms thereof. In furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law or in equity against any Guarantor by virtue hereof, the Guarantors jointly and severally agree that upon failure of the Borrowers to pay any Obligations when and as the same shall become due, whether at maturity, by acceleration, on one or more dates on which prepayment or repayment is required, or otherwise, the Guarantors will, without any demand or notice whatsoever, forthwith pay or cause to be paid to the Administrative Agent or such other Secured Party as is designated thereby, in cash in immediately available funds, an amount equal to the unpaid amount of such Obligations. Each Guarantor further agrees that the Obligations guaranteed by it hereunder may be increased in amount, extended or renewed, or otherwise amended or modified in any respect, including, without limitation, as to principal, scheduled repayment, prepayment, interest, fees, indemnification, compensation, and in any other respect whatsoever, in whole or in part, without notice or further assent from it, and that it will remain bound upon this guarantee in respect of such Obligations as so increased, extended, renewed, amended or modified. Payments by each Guarantor hereunder may be required on any number of occasions.

                                            (b)     Each Guarantor waives presentation to, demand for payment from and protest to the Borrowers or any other guarantor, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Credit Party or any other Person under the provisions of any Loan Document or any other agreement or otherwise; (ii) any rescission, waiver, forbearance, compromise, acceleration, amendment or modification of, or any release of any party from any of the terms or provisions of, this Agreement, any other Loan Document, any Obligation or any other guarantee or any security interest in respect of the Obligations (including, without limitation, in respect of any other guarantor, or any Pledgor or Debtor as either such term may be defined in any Security Document); (iii) any change in respect of any Credit Party, including, without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization, or other change of legal form or status, whether or not permitted under the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by any Secured Party for any Obligations or the invalidity or nonperfection of any security interest securing the

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Obligations or the guarantee hereunder, or any other defect of any kind pertaining to any Obligations or any guarantee or collateral security in respect thereof; (v) the failure of any Secured Party to exercise any right or remedy in respect of any collateral security for any Obligations or against any Credit Party, or against any other guarantor of any Obligations; or (vi) the release or substitution of one or more of the Borrowers or any guarantor; (vii) the failure of any Person to become a Guarantor hereunder, whether or not required under the Credit Agreement; or (viii) any other circumstance that might otherwise, but for this specific agreement of each Guarantor to the contrary, result in a discharge of or the exoneration of such Guarantor hereunder, it being the intent of the parties hereto that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.

                                            (c)     Each Guarantor agrees that this guarantee constitutes a guarantee of performance and of payment when due and not just of collection, that it is a primary obligation of such Guarantor, and that such Guarantor waives any right to require that any resort be had by any Secured Party to any security held for this guarantee or for payment of any Obligations, or to any balance of any deposit, account, or credit on the books of any Secured Party in favor of any Credit Party, or to any other Person or property. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law that would otherwise prevent any Secured Party from bringing any action, including any claim for a deficiency, or exercising any right or remedy (including any right of set-off) against such Guarantor before or after the commencement or completion of any foreclosure action or sale of collateral, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law that in any other way would otherwise require any election of remedies by any Secured Party.

                                            (d)     No demand hereunder or enforcement hereof against any Guarantor shall require any demand or enforcement against any other Credit Party.

                                            (e)     Each Guarantor agrees that it shall not make any payment on or in respect of any guaranty securing the Prudential Notes or other Prudential Debt unless concurrently therewith it shall make a payment hereunder to the Secured Parties on the Obligations on a pari passu basis with respect to any such payment on or in respect of any such guaranty securing the Prudential Notes or other Prudential Debt.

                Section 2.02.      No Impairment of Guarantee. The obligations of the Guarantors hereunder shall remain absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations or of this guarantee (or any portion or provision thereof or hereof) or otherwise. Without limiting the generality of the foregoing, each Guarantor specifically agrees that it shall not be discharged or exonerated, nor shall its obligations hereunder be limited or otherwise affected by the failure of any Secured Party to exercise any right, remedy, power, or privilege or to assert any claim or demand or to enforce any remedy under any Loan Document or applicable law, including, without limitation, any failure by any

3

Secured Party to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party, or by any waiver, consent, extension, indulgence, modification, or other action or inaction in respect of any thereof, or by any default, failure or delay, willful or otherwise, in the performance of any Obligations, or by any other act or thing or omission or delay to do any other act or thing, by any Person, that might in any manner or to any extent vary the risk of such Guarantor or that might but for the specific provisions hereof to the contrary otherwise operate as a discharge or exoneration of such Guarantor, unless and until the Obligations are fully, finally and indefeasibly paid in cash.

                Section 2.03.     Security; Waiver. Each of the Guarantors authorizes the Administrative Agent, the Collateral Agent, and each of the other Secured Parties to (i) take and hold security for the payment of this guarantee and/or the Obligations and exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (iii) release or substitute any one or more endorsees, other guarantors or other obligors or any collateral. The Administrative Agent, the Collateral Agent, and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowers or any Guarantor, or any security, without affecting or impairing in any way the liability of the Guarantors hereunder except to the extent that the Obligations have been fully, finally and indefeasibly paid in cash. Each of the Guarantors waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrowers or any other Guarantor, as the case may be, or any security.

                Section 2.04.     Continuation and Reinstatement, etc.  The Guarantors jointly and severally agree that the guarantee hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Credit Party, or otherwise.

                Section 2.05.     Subrogation. The Guarantors jointly and severally agree that throughout the period referred to in clause (ii) of Section 4.02(a) hereof no Guarantor shall (i) exercise, and each hereby waives, any rights against the Borrowers and any other guarantor arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, (ii) prove any claim in competition with any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceeding of any nature, or (iii) have any benefit of or any right to participate in any collateral security that may be held by any Secured Party for the Obligations.

                Section 2.06.     Subordination. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owed to any Guarantor (including, without limitation, any such indebtedness arising by way of subrogation, reimbursement, restitution, contribution or otherwise in respect of performance by such Guarantor hereunder) is hereby subordinated to the prior full, final, and indefeasible payment in cash of all Obligations. If,

4

notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of and to be applied against the Obligations, without affecting in any manner the liability of such Guarantor under the other provisions of this Agreement.

                Section 2.07.     Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of the Borrowers under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VII of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (h) or (i) of said Article VII) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes hereof.

                Section 2.08.     Payment. Each Guarantor hereby agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to proceed under New York CPLR Section 3213.

                Section 2.09.     Continuing Guarantee. The guarantee hereunder is a continuing guarantee, and shall apply to all Obligations whenever arising.

                Section 2.10.     Rights of Contribution. The Guarantors hereby agree, as among themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Obligations, each other Guarantor shall, on demand of such Excess Funding Guarantor, pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 2.10 shall be subordinate and subject in right of payment to the Obligations in accordance with Section 2.06 hereof. For purposes of this Section 2.10, (i) “Excess Funding Guarantor” shall mean, in respect of any Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” shall mean, for any Guarantor, the fraction the numerator of which is (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been guaranteed by such Guarantor) and the denominator of which is (y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated,

5

unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of all the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor.

                Section 2.11.     General Limitation on Guarantee. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 2.01 hereof would otherwise, taking into account the provisions of Section 2.10 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Secured Party, or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

                Section 2.12.     Other Guarantors. This Agreement shall remain the unconditional, absolute, and irrevocable obligation of each Guarantor signatory hereto regardless of whether any other Person (i) becomes a party hereto obligated as a Guarantor hereunder or otherwise as a guarantor in respect of the Obligations (whether or not the Credit Agreement requires that such Person be or become a Guarantor) or (ii) fails to become or ceases to be a party hereto or otherwise fails to become or ceases to be a Guarantor of the Obligations (whether or not the Credit Agreement requires that such Person be or become a Guarantor).

                Section 2.13.     Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Borrowers, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that no Secured Party has or will have any duty to advise any of the Guarantors of information regarding such circumstances or risks.

                Section 3.01.     Representation and Warranties  Each Guarantor represents and warrants that all representations and warranties relating to it in the Credit Agreement are true and correct.

                Section 4.01.     Amendment; Waiver. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent with the written consent of the Required Lenders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances. No waiver by any Secured Party of any breach or default of or by any Guarantor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

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                Section 4.02.      Survival; Severability.

                                            (a)     All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of the Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated.

                                            (b)     Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

                Section 4.03.     Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

                Section 4.04.     GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT OF LAW PRINCIPLES.

                Section 4.05.     Headings; Interpretation. The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof. The rules of interpretation of Section 1.03 of the Credit Agreement shall apply to this Agreement.

                Section 4.06.     Notices. Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. Communications and notices to any Guarantor shall be given to it at its address set forth in Schedule A hereto.

                Section 4.07.     Counterparts; Additional Guarantors.     (a)     This Agreement may be executed in separate counterparts (telecopy of any executed counterpart having the same effect as

7

manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

                                               (b)     Upon execution and delivery after the date hereof by the Administrative Agent and a Subsidiary of the Company of an instrument in the form of Exhibit 4.07(b) hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of such instrument shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of, or the failure to add, any new Guarantor as a party hereto, in each case whether or not required under the Credit Agreement.

                Section 4.08.      Right of Setoff.  Each Guarantor hereby agrees that if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

                Section 4.09.      Jurisdiction; Consent to Service of Process.

                                            (a)     Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its properties in the courts of any jurisdiction.

                                            (b)     Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby

8

irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                                            (c)     Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

                Section 4.10.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

9

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Subsidiary Guarantee Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

LIPPERT TIRE & AXLE, INC.

By: /s/ Fredric M. Zinn

      —————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

KINRO HOLDING, INC.

By: /s/ Fredric M. Zinn

      —————————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

LIPPERT TIRE & AXLE HOLDING, INC.

By: /s/ Fredric M. Zinn

      —————————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

LIPPERT HOLDING, INC.

By: /s/ Fredric M. Zinn

      —————————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

KINRO MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

      —————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

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LIPPERT COMPONENTS MANUFACTURING, INC.
By: /s/ Fredric M. Zinn
——————————————————————
Name:  Fredric M. Zinn
Title:    Vice President
KINRO TEXAS LIMITED PARTNERSHIP
	By:	KINRO MANUFACTURING, INC.,
		its general partner
		By:	/s/ Fredric M. Zinn
			———————————————
			Name:	Fredric M. Zinn
			Title:	Vice President
KINRO TENNESSEE LIMITED PARTNERSHIP
		By:	KINRO MANUFACTURING, INC.,
			its general partner
		By:	/s/ Fredric M. Zinn
			———————————————
			Name:	Fredric M. Zinn
			Title:	Vice President
LIPPERT TIRE & AXLE TEXAS LIMITED PARTNERSHIP
	By:	LIPPERT COMPONENTS MANUFACTURING, INC.,  its general partner
		By:	/s/ Fredric M. Zinn
			———————————————
			Name:	Fredric M. Zinn
			Title:	Vice President

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LIPPERT COMPONENTS TEXAS LIMITED PARTNERSHIP

By:  LIPPERT COMPONENTS MANUFACTURING, INC.,
        its general partner

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

BBD REALTY TEXAS LIMITED PARTNERSHIP

By:  KINRO MANUFACTURING, INC.,

        its general partner

By: /s/ Fredric M. Zinn

       ———————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LD REALTY, INC.

By: /s/ Fredric M. Zinn

      ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LTM MANUFACTURING, L.L.C.

By: /s/ Fredric M. Zinn

      ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

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COIL CLIP, INC.

By: /s/ Fredric M. Zinn

      ———————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

ZIEMAN MANUFACTURING COMPANY

By: /s/ Fredric M. Zinn

      ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

By: /s/ Florence M. Reap

      ———————————————

      Name: Florence M. Reap

      Title:   Vice President

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EX-10.3

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 Agreement. Reference is further made to the Company Guarantee Agreement dated as of January 28, 1998 (as thereafter amended from time to time between the Guarantor and the predecessor-in-interest to the Administrative Agent, which instrument, the “Original Company Guarantee”), which instrument the parties agree is being amended and restated hereby.

                                The Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. The Guarantor is the owner of all the issued and outstanding capital stock of each of the Borrowers. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Guarantor hereunder of a guarantee agreement in the form hereof.

                                NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

                Section 1.01.         Definitions; Terms.  References to this “Agreement” shall be to this Amended and Restated Company Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of a Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers to one or more of the Secured Parties under the Credit Agreement or any of the other Loan

Documents or of the Borrowers (or any of them) under or in respect of any Interest Rate Hedging Agreement now or hereafter in effect, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Loan Documents and under any Interest Rate Hedging Agreement. References to a “guarantor” shall include the Guarantor hereunder, each “Guarantor” as such term is defined in the Subsidiary Guarantee Agreement, and any other Person that is a guarantor of any or all of the Obligations, and references to a “guarantee” shall include this Agreement, the Subsidiary Guarantee Agreement and any other guarantee of any or all of the Obligations by any other Person.

                Section 2.01.     Guarantee.

                                            (a)      The Guarantor hereby, unconditionally, absolutely, and irrevocably guarantees (and hereby reaffirms and continues its guarantee under the Original Company Guarantee), as a primary obligor and not merely as a surety, the due and punctual payment and performance in full of the Obligations, in each case strictly in accordance with the terms thereof. In furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law or in equity against the Guarantor by virtue hereof, the Guarantor agrees that upon failure of the Borrowers to pay any Obligations when and as the same shall become due, whether at maturity, by acceleration, on one or more dates on which prepayment or repayment is required, or otherwise, the Guarantor will, without any demand or notice whatsoever, forthwith pay or cause to be paid to the Administrative Agent or such other Secured Party as is designated thereby, in cash in immediately available funds, an amount equal to the unpaid amount of such Obligations. The Guarantor further agrees that the Obligations guaranteed by it hereunder may be increased in amount, extended or renewed, or otherwise amended or modified in any respect, including, without limitation, as to principal, scheduled repayment, prepayment, interest, fees, indemnification, compensation, and in any other respect whatsoever, in whole or in part, without notice or further assent from it, and that it will remain bound upon this guarantee in respect of such Obligations as so increased, extended, renewed, amended or modified. Payments by the Guarantor hereunder may be required on any number of occasions.

                                            (b)      The Guarantor waives presentation to, demand for payment from and protest to the Borrowers or any other guarantor, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Credit Party or any other Person under the provisions of any Loan Document or any other agreement or otherwise; (ii) any rescission, waiver, forbearance, compromise, acceleration, amendment or modification of, or any release of any party from any of the terms or provisions of, this Agreement, any other Loan Document, any Obligation or any other guarantee or any security interest in respect of the Obligations (including, without limitation, in respect of any other guarantor, or any Pledgor or Debtor as such terms may be defined in any Security Document); (iii) any change in respect of any Credit Party, including, without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization, or other change of legal form or status, whether or not permitted under the Loan

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Documents; (iv) the release, exchange, waiver or foreclosure of any security held by any Secured Party for any Obligations or the invalidity or nonperfection of any security interest securing the Obligations or the guarantee hereunder, or any other defect of any kind pertaining to any Obligations or any guarantee or collateral security in respect thereof; (v) the failure of any Secured Party to exercise any right or remedy in respect of any collateral security for any Obligations or against any Credit Party, or against any other guarantor of any Obligations; or (vi) the release or substitution of one or more of the Borrowers or any guarantor; (vii) the failure of any Person to become a guarantor pursuant to any other Loan Document, whether or not required under the Credit Agreement; or (viii) any other circumstance that might otherwise, but for this specific agreement of the Guarantor to the contrary, result in a discharge of or the exoneration of the Guarantor hereunder, it being the intent of the parties hereto that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

                                            (c)      The Guarantor agrees that this guarantee constitutes a guarantee of performance and of payment when due and not just of collection, that it is a primary obligation of the Guarantor, and that the Guarantor waives any right to require that any resort be had by any Secured Party to any security held for this guarantee or for payment of any Obligations, or to any balance of any deposit, account, or credit on the books of any Secured Party in favor of any Credit Party, or to any other Person or property. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law that would otherwise prevent any Secured Party from bringing any action, including any claim for a deficiency, or exercising any right or remedy (including any right of set-off) against the Guarantor before or after the commencement or completion of any foreclosure action or sale of collateral, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law that in any other way would otherwise require any election of remedies by any Secured Party.

                                            (d)      No demand hereunder or enforcement hereof against the Guarantor shall require any demand or enforcement against any other Credit Party.

                                            (e)      The Guarantor agrees that it shall not make a payment on any guaranty securing the Prudential Notes or other Prudential Debt unless concurrently therewith it shall make payment hereunder to the Secured Parties on the Obligations on a pari passu basis with respect to any such payment on or in respect of any such guaranty securing the Prudential Notes or other Prudential Debt.

                Section 2.02.        No Impairment of Guarantee.  The obligations of the Guarantor hereunder shall remain absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations or of this guarantee (or any portion or provision thereof or hereof) or otherwise. Without limiting the generality of the foregoing, the Guarantor specifically agrees that it shall not be discharged or exonerated, nor shall its obligations hereunder be limited

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or otherwise affected by the failure of any Secured Party to exercise any right, remedy, power, or privilege or to assert any claim or demand or to enforce any remedy under any Loan Document or applicable law, including, without limitation, any failure by any Secured Party to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party, or by any waiver, consent, extension, indulgence, modification, or other action or inaction in respect of any thereof, or by any default, failure or delay, willful or otherwise, in the performance of any Obligations, or by any other act or thing or omission or delay to do any other act or thing, by any Person, that might in any manner or to any extent vary the risk of the Guarantor or that might but for the specific provisions hereof to the contrary otherwise operate as a discharge or exoneration of the Guarantor, unless and until the Obligations are fully, finally and indefeasibly paid in cash.

                Section 2.03.     Security; Waiver.  The Guarantor authorizes the Administrative Agent, the Collateral Agent, and each of the other Secured Parties to (i) take and hold security for the payment of this guarantee and/or the Obligations and exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (iii) release or substitute any one or more endorsees, other guarantors or other obligors or any collateral. The Administrative Agent, the Collateral Agent, and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowers or any guarantor, or any security, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent that the Obligations have been fully, finally and indefeasibly paid in cash. The Guarantor waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrowers or any other guarantor, as the case may be, or any security.

                Section 2.04.     Continuation and Reinstatement, etc.  The Guarantor agrees that the guarantee hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Credit Party, or otherwise.

                Section 2.05.     Subrogation.  The Guarantor agrees that throughout the period referred to in clause (ii) of Section 4.02(a) hereof the Guarantor shall not (i) exercise, and hereby waives, any rights against the Borrowers and any other guarantor arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, (ii) prove any claim in competition with any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceeding of any nature, or (iii) have any benefit of or any right to participate in any collateral security that may be held by any Secured Party for the Obligations.

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                Section 2.06.     Subordination.  The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owed to the Guarantor (including, without limitation, any such indebtedness arising by way of subrogation, reimbursement, restitution, contribution or otherwise in respect of performance by the Guarantor hereunder) is hereby subordinated to the prior full, final, and indefeasible payment in cash of all Obligations. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of and to be applied against the Obligations, without affecting in any manner the liability of the Guarantor under the other provisions of this Agreement.

                Section 2.07.     Remedies.  The Guarantor agrees that, as between the Guarantor and the Secured Parties, the obligations of the Borrowers under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VII of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (h) or (i) of said Article VII) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantor for purposes hereof.

                Section 2.08.     Payment.  The Guarantor hereby agrees that any Secured Party, at its sole option, in the event of a dispute by the Guarantor in the payment of any moneys due hereunder, shall have the right to proceed under New York CPLR Section 3213.

                Section 2.09.     Continuing Guarantee. The guarantee hereunder is a continuing guarantee, and shall apply to all Obligations whenever arising.

                Section 2.10.     Other Guarantors.  This Agreement shall remain the unconditional, absolute, and irrevocable obligation of the Guarantor regardless of whether any other Person (i) becomes guarantor in respect of the Obligations (whether or not the Credit Agreement requires that such Person be or become a guarantor) or (ii) fails to become or ceases to be a guarantor of the Obligations (whether or not the Credit Agreement requires that such Person be or become a guarantor).

                Section 2.11.      Information.  The Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Borrowers, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that no Secured Party has or will have any duty to advise the Guarantor of information regarding such circumstances or risks.

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                Section 3.01.      Representation and Warranties  The Guarantor represents and warrants that all representations and warranties relating to it in the Credit Agreement are true and correct.

                Section 4.01.     Amendment; Waiver.  No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent with the written consent of the Required Lenders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances. No waiver by any Secured Party of any breach or default of or by the Guarantor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

                Section 4.02.     Survival; Severability.

                                           (a)      All covenants, agreements, representations and warranties made by the Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of the Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated.

                                           (b)      Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

                Section 4.03.     Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

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                Section 4.04.     GOVERNING LAW.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT OF, LAW PRINCIPLES.

                Section 4.05.     Headings; Interpretation.  The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof. The rules of interpretation of Section 1.03 of the Credit Agreement shall apply to this Agreement.

                Section 4.06.     Notices. Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. Communications and notices to the Guarantor shall be given to it at 200 Mamaroneck Avenue, White Plains, New York 10601 Attention: Leigh J. Abrams.

                Section 4.07.     Counterparts.  This Agreement may be executed in separate counterparts (facsimile of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

                Section 4.08.     Right of Setoff.  The Guarantor hereby agrees that if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Guarantor against any of and all the obligations of the Guarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

                Section 4.09.     Jurisdiction; Consent to Service of Process.

                                           (a)      The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such

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action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against the Guarantor or its properties in the courts of any jurisdiction.

                                            (b)      The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                                            (c)      Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

                Section 4.10.     WAIVER OF JURY TRIAL.   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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                                IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Company Guarantee Agreement to be duly executed and delivered by their respective officers as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By: /s/ Fredric M. Zinn

      ————————————————

      Name: Fredric M. Zinn

      Title:   Executive Vice President and Chief Financial

                  Officer

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

By: /s/ Florence M. Reap

      ————————————————

      Name: Florence M. Reap

      Title:   Vice President

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EX-10.4

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 otherwise defined herein shall have the meanings given thereto in the Credit Agreement. Reference is further made to the Subordination Agreement dated as of January 28, 1998 between the Credit Parties and the predecessor-in-interest to the Administrative Agent, (as thereafter amended and supplemented from time to time, the “Original Subordination Agreement”), which instrument the parties agree is being amended and restated hereby.

The Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. Each Borrower is a direct Subsidiary of the Company. The Credit Parties may make loans and advances to other Credit Parties upon the terms and conditions thereto contained in the Credit Agreement, including, without limitation, the subordination of such obligations to the obligations of the Credit Parties under the Loan Documents. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by each Credit Party of a Subordination Agreement in the form hereof.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

                Section 1.01.         Definitions; Terms.     References to this “Agreement” shall be to this Amended and Restated Subordination Agreement as amended, supplemented, or otherwise modified from time to time. The term “Senior Obligations” shall mean, collectively, the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of a Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (x) of the Borrowers to one or more of the Secured Parties under the Credit Agreement, (y) of the Guarantors under

the Guarantee Agreements, (z) of the Borrowers and of the other Credit Parties under any other Loan Documents to which the Borrowers or such other Credit Parties are or are to be parties, and (aa) of the Borrowers (or either of them) to any Lender as an Interest Rate Protection Merchant under or in respect of any Interest Rate Hedging Agreement now or hereafter in effect. The term “Subordinated Debt” shall mean any and all Indebtedness, obligations and liabilities that is or was at any time owed by any Credit Party to any other Credit Party (including all interest accrued or to accrue thereon up to the date of such full payment thereof) of every kind and nature whatsoever, whether represented by negotiable instru­ments or other writings, whether direct or indirect, absolute or contingent, due or not due, secured or unsecured, original, renewed, modified or extended, now in existence or hereafter incurred, origi­nally contracted with the Credit Party or with another Person, and whether contracted alone or jointly and/or severally with another or others.

                Section 2.01.         Subordination.     Each Credit Party here­by agrees (and reaffirms and continues it agreement under the Original Subordination Agreement) that all claims and demands, and all interest accrued or that may hereafter accrue thereon, in respect of any Subordinated Debt are subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all Senior Obligations. In furtherance of and not in limitation of the foregoing:

                                                (i)     no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of Subordinated Debt shall be made, if at the time of such payment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default;

                                                (ii)     in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Credit Party or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Obligations shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations (including interest thereon accruing after the commencement of any such proceedings, whether or not allowed or allowable as a claim in such proceedings) (and the LC Exposure shall have been reduced to zero and the Revolving Credit Commitments shall have terminated), before the holders of the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt;

                                                (iii)     in the event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of the foregoing paragraphs (i) or (ii) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an

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event of default shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations (and the LC Exposure shall have been reduced to zero and the Revolving Credit Commitments shall have terminated) before the holders of the Subordinated Debt (including any Credit Party) are entitled to receive any payment or other distribution on account of the Subordinated Debt;

                                                (iv)     in the event that, notwithstanding the occurrence of any of the events described in paragraphs (i), (ii) and (iii), any such payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Debt (including any Credit Party) before all Senior Obligations are finally and indefeasibly paid in full in cash (and the LC Exposure shall have been reduced to zero and the Revolving Credit Commitments shall have terminated) such payment or distribution shall be held in trust for the benefit of, and shall be promptly paid over or delivered to the holders of such Senior Obligations or their representative or representatives, including the Administrative Agent, or as their respective interests may appear, for application to the payment of all Senior Obligations remaining unpaid to the extent necessary to pay such Senior Obligations in full in cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holders of such Senior Obligations;

                                                (v)     no holder of Senior Obligations shall be prejudiced in its right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Credit Party; and

                                                (vi)     no payment on any Subordinated Debt shall be made to or for the benefit of any holders of the Prudential Notes or any other Prudential Debt unless concurrently therewith payment shall be made in respect thereof on the Senior Obligations to the Administrative Agent for the benefit of the Lenders on a pari passu basis; nor shall assignment or other transfer of any instrument evidencing any Subordinated Debt be made to or for the benefit of the holders of the Prudential Notes or any other Prudential Debt unless the Administrative Agent (or the Collateral Agent, as appropriate) shall concurrently therewith receive an assignment or transfer of equal priority on a pari passu basis.

                Section 2.02.         No Payment or Security.   Each Credit Party agrees not to make payment (except if permitted under Section 2.01 hereof) of, or give any se­curity for, or grant any Lien on its property or assets in respect of, any Subordinated Debt.

                Section 2.03.         Waiver; No Limitations.    (a)     Each Credit Party waives any and all notice of the acceptance of the subordination hereunder and of the creation or accrual of any of the Senior Obligations or of any renewals, extensions, increases, or other modifications thereof from time to time, or of the reliance of any Lender or any other Secured Party upon this Agreement.

                                               (b)     Nothing contained herein shall constitute or be deemed to be a waiver or to limit any rights in any insolvency proceeding or under applicable law of any Lender or any other Secured Party as a creditor of any Credit Party, including in respect of any claim that any

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payment in respect of Subordinated Debt, whether or not permitted under Section 2.01 hereof, is a preferential transfer or otherwise should be set aside or recovered for the benefit of creditors of any Credit Party.

                Section 2.04.         No Impairment of Subordination. Each holder of Subordinated Debt hereby consents that the liability of each Credit Party or of any other party for or upon the Senior Obligations may, from time to time, in whole or in part, be renewed, increased, extended, or modified, in any and all respects, or accelerated, compromised, settled or released, and that any collateral security and Liens for the Senior Obligations, or any guarantee or other accommodation in respect thereof may, from time to time, in whole or in part, be exchanged, sold, released or surrendered by the Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender, as it may deem advisable, or that any security interest may be unperfected, and that the financial condition, legal status, corporate structure or identity, entity classification, affiliation, or any other characteristic affecting any Credit Party, or affecting any Senior Obligation, may change in any respect whatsoever, and any other fact or circumstance may occur that would, but for this specific provision to the contrary, relieve such holder of Subordinated Debt from the provisions of this Agreement, all without impairing the subordina­tion contained in this Agreement and without any notice to or assent from such holder of Subordinated Debt.

                Section 2.05.         Proof of Claim; Past Default. (a) Each holder of Subordinated Debt hereby irrevocably authorizes the Administrative Agent, and irrevocably constitutes and appoints it as its attorney in fact with full power (coupled with an interest, and with power of substitution) for the benefit of the Lenders, in the name, place and stead of such holder of Subordinated Debt and whether or not a default exists with respect to the Subordinated Debt, to file proofs of claim for the full amount of the Subordinated Debt held by it against any obligor in respect thereof or such obligor’s property in any statutory or non-statutory proceeding affecting such obligor or the Subordinated Debt or any other proceed­ing and to vote the full amount of the Subordinated Debt (i) for or against any proposal or resolution; (ii) for a trustee or trustees or for a committee of creditors; or (iii) for the acceptance or rejection of any proposed arrangement, plan of reorganization, composi­tion, settlement or extension and in connection with any such proceeding.

                                                (b)     After the occurrence and during the continuation of a Default or Event of Default or any event described in Sections 2.01(ii) or (iii), should any payment or distribution or collateral security or proceeds of any collateral security be received or collected by the holder of any Subordinated Debt for or on account of any Subordinated Debt, prior to the time that all Senior Obligations have been fully, finally, and indefeasibly paid in cash (and the LC Exposure reduced to zero and the Revolving Credit Commitments terminated), such holder of Subordinated Debt shall forthwith deliver the same to the Administrative Agent, in precisely the form received (with the endorsement of such holder of Subordinated Debt where necessary), for application on account of the Senior Obligations (or, in the case of collateral security, delivery to the Collateral Agent for such application thereby) and such holder of Subordinated Debt agrees that, until so delivered, the same shall be deemed received by such holder of Subordinated Debt as trustee for the Secured Parties in trust for the Secured Parties; and in the event of the failure of such holder of Subordinated Debt to endorse any instrument for the payment of money so received payable to its order, the Administrative Agent or any officer or employee thereof is

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hereby irrevocably constituted and appointed attorney in fact for such holder of Subordinated Debt, with full power (coupled with an interest and with full power of substitution) to make any such endorsement. In the event that such holder of Subordinated Debt fails to make such delivery, such holder of Subordinated Debt agrees to immediately pay to the Administrative Agent for the ratable benefit of the Lenders an amount equivalent to any such payment or the value of such security received.

                                (c)     No holder of Subordinated Debt will take or omit to take any action or assert any claim with respect to the Subordinated Debt or otherwise which is inconsistent with the provisions of this Agreement. Without limiting the foregoing, no holder or Subordinated Debt will assert, collect or enforce the Subordinated Debt or any part thereof or take any action to foreclose or realize upon the Subordinated Debt or any part thereof or enforce any of the documents, instruments or agreements evidencing the same except (a) in each such case as necessary, so long as no Default or Event of Default has occurred and is then continuing under the Credit Agreement or would occur after giving effect thereto, to collect any sums expressly permitted to be paid pursuant to Section 2.01(i), to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. Until the Senior Obligations have been finally paid in full in cash, no holder of Subordinated Debt shall have any right of subrogation, reimbursement, restitution, contribution or indemnify whatsoever from any assets of any Credit Party or any guarantor of or provider of collateral security for the Senior Obligations. Each holder of subordinated Debt further waives any and all rights with respect to marshalling.

                Section 2.06.         No Transfer. Each Credit Party represents and warrants to the Secured Parties that such Credit Party has not (except for the benefit of the Secured Parties) granted any security interest in or made any other transfer or assignment of any Subordinated Debt (except to (x) the Collateral Agent, in each case for the ratable benefit of the Secured Parties and (y) concurrently herewith, and on a pari passu basis to the holders of the Prudential Notes or any other Prudential Debt or to the Trustee for the benefit of the holders of any Prudential Debt pursuant to the subordination agreement contemplated by the Prudential Shelf Agreement) and agrees that such Credit Party will not grant a security interest in, or Lien upon, any of its properties or assets in respect of any Subordinated Debt (whether now outstanding or hereafter arising) or make any other sale, transfer or assignment of any Subordinated Debt (except to or as designated by the Administrative Agent). The holders of the Subordinated Debt will not, at any time this Agreement is in effect, modify any of the terms of any of the Subordinated Debt or any documents, instruments or agreements evidencing the same.

                Section 2.07.         Instruments. Each Credit Party represents and warrants to the Secured Parties that as of the date hereof the Subordinated Debt is not represented by any instruments or other writings. Each Credit Party agrees that at no time hereafter will any part of the Subordinated Debt be represented by any instruments or other writings, except such instruments or other writings, if any, (i) that in each case bear a legend clearly referring to this Agreement and setting forth that the obligations represented by such instruments or writings are subject to the subordination hereunder, and (ii) true copies of which shall have been delivered to the Administrative Agent promptly after execution thereof. Subordinated Debt not evidenced by an instrument or document shall nevertheless be deemed subordinated by virtue of this Agreement.

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                Section 2.08.         Statements of Account; Books and Records. Each holder of Subordinated Debt further hereby agrees that it will render to the Administrative Agent or any Lender upon demand, from time to time, a statement of the account of each Credit Party with it. Each holder of Subordinated Debt agrees that its respective books and records, and financial statements, will appropriately show that the Subordinated Debt is subject to this Agreement.

                Section 2.09.         Other Subordination Provisions. The subordination hereunder shall be in addition to, and shall not limit or be limited by, any subordination provisions contained in any Guarantee Agreement or other Loan Document.

                Section 3.01.         Representation and Warranties. Each Credit Party represents and warrants to the Secured Parties that all representations and warranties relating to it in the Credit Agreement are true and correct.

                Section 4.01.         Amendment; Waiver. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent with the written consent of the Required Lenders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in the same, similar or other circumstances. No waiver of any breach or default of or by any Credit Party under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

                Section 4.02.         Survival; Severability.

                                               (a)     All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of the Obligations is outstanding and unpaid, the LC Exposure does not equal zero, and the Revolving Credit Commitments have not been terminated.

                                               (b)     Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

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                Section 4.03.         Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

                Section 4.04.         GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICITON OTHER THAN SUCH STATE.

                Section 4.05.         Headings; Interpretation. The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof. The rules of interpretation of Section 1.03 of the Credit Agreement shall apply to this Agreement.

                Section 4.06.         Notices. Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. Communications and notices to any Credit Party shall be given to it at its address set forth in Schedule A hereto.

                Section 4.07.         Counterparts; Additional Parties.     (a)     This Agreement may be executed in separate counterparts (telecopy of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

                                              (b)     The Company shall cause each Person that becomes a direct or indirect subsidiary of the Company (if such a Person is not already a party to this Agreement) to execute and deliver a supplement hereto in the form of Exhibit 4.07(b) hereto concurrent with such person’s becoming a direct or indirect Subsidiary of the Company. Upon execution and delivery after the date hereof by the Administrative Agent and a Subsidiary of the Company of a supplement in the form of Exhibit 4.07(b) hereto, such Subsidiary shall become a party hereto with the same force and effect as if originally named herein. The execution and delivery of such supplement shall not require the consent of any Credit Party. The rights and obligations of each Credit Party and each other holder of Subordinated Debt hereunder shall remain in full force and effect notwithstanding the addition of, or the failure to add, any Person as a party hereto, in each case whether or not required under the Credit Agreement.

                Section 4.08.         Jurisdiction; Consent to Service of Process.

                                               (a)     Each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of

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or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Credit Party or its properties in the courts of any jurisdiction.

                                               (b)     Each Credit Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                                               (c)     Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

                Section 4.09.         WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 4.10.         Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Credit Parties hereunder shall continue to be fully operative, until all of the Senior Obligations shall have been paid and satisfied in full in cash and such full payment and satisfaction shall be final and not avoidable, the LC Exposure shall have been reduced to zero and the Revolving Commitments shall have terminated. To the extent that the Lenders or any guarantor of or provider of collateral for the Senior Obligations makes any payment on the Senior Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law

8

or equitable cause (such payment being hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Obligations that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of such Lender’s initial receipt of such Voided Payment and such payments have not bee invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Lender, and such holder of Subordinated Debt hereby agrees to pay to such Lender upon demand, the full amount so received by such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to such Lender the amount of such Voided Payment. Upon the payment and satisfaction in full in cash of all of the Senior Obligations, the LC Exposure shall have been reduced to zero and the termination of the Revolving Commitments, which payment shall be final and no avoidable, this Agreement will automatically terminate without any additional action by any party thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Subordination Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By: /s/ Fredric M. Zinn

       ———————————————

       Name: Fredric M. Zinn

       Title:   Executive Vice President and Chief Financial Officer

KINRO, INC.

By: /s/ Fredric M. Zinn

       ———————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT TIRE & AXLE, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

KINRO HOLDING, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

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LIPPERT TIRE & AXLE HOLDING, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

LIPPERT HOLDING, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

KINRO MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS OF CANADA, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

COIL CLIP, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

11

ZIEMAN MANUFACTURING COMPANY
By: /s/ Fredric M. Zinn
———————————————
Name: Fredric M. Zinn
Title:   Vice President
KINRO TEXAS LIMITED PARTNERSHIP
	By:   KINRO MANUFACTURING, INC.,          its general partner
		By: /s/ Fredric M. Zinn
		———————————————
		Name: Fredric M. Zinn
		Title:   Vice President
KINRO TENNESSEE LIMITED PARTNERSHIP
	By:   KINRO MANUFACTURING, INC.,          its general partner
		By: /s/ Fredric M. Zinn
		———————————————
		Name: Fredric M. Zinn
		Title:   Vice President
LIPPERT TIRE & AXLE TEXAS LIMITED PARTNERSHIP
	By:  LIPPERT COMPONENTS MANUFACTURING, INC.,
	its general partner
		By: /s/ Fredric M. Zinn
		———————————————
		Name: Fredric M. Zinn
		Title:   Vice President

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BBD REALTY TEXAS LIMITED PARTNERSHIP

By:   KINRO MANUFACTURING, INC.,
         its general partner

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS TEXAS LIMITED PARTNERSHIP

By:  LIPPERT COMPONENTS MANUFACTURING, INC.,
        its general partner

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LD REALTY, INC.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LTM MANUFACTURING, L.L.C.

By: /s/ Fredric M. Zinn

       ———————————————

      Name: Fredric M. Zinn

      Title:   Vice President

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

By:  /s/ Florence M. Reap

        ———————————————

        Name: Florence M. Reap

        Title:   Vice President

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EX-10.5

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 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. (f/k/a JPMorgan Chase Bank), as 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 Agreement. Reference is further made to the Pledge and Security Agreement dated as of January 28, 1998 between the Pledgors and the predecessor-in-interest to the Collateral Agent (as thereafter amended and supplemented from time to time, the “Original Pledge Agreement”), which instrument the parties agree is being amended and restated hereby.

The Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. Each Pledgor other than the Borrowers has guaranteed the Obligations of the Borrowers. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Pledgors of an agreement in the form hereof.

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I 

Section 1.01.Definitions.     In addition to the terms defined above, the following words and terms shall have the respective meanings, and it is hereby agreed with respect thereto, as follows:

“Agreement” shall mean this Pledge and Security Agreement, as it shall be amended, supplemented or otherwise modified from time to time.

“Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, (ii) each payment required to be

made by the Borrowers under the Credit Agreement in respect of the Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (x) of the Borrowers under the Credit Agreement, (y) of the Guarantors under the Guarantee Agreements, (z) of the Borrowers and of the other Credit Parties under any other Loan Documents (including this Agreement) to which the Borrowers or such other Credit Parties are or are to be parties, and (aa) of the Borrowers (or either of them) to any Lender as an Interest Rate Protection Merchant under or in respect of any Interest Rate Hedging Agreement now or hereafter in effect, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and of the Borrowers and of the other Credit Parties under the other Loan Documents (including the Guarantee Agreements and this Agreement) and or under any Interest Rate Hedging Agreement now or hereafter in effect.

“Partner” shall mean any partner or member in a Partnership.

“Partnership” shall have the meaning given thereto in Schedule II hereto.

“Partnership Documents” shall have the meaning given thereto in Schedule II hereto.

ARTICLE II 

Section 2.01.Pledge and Grant of Security Interest.

(a)     As security for the payment and performance in full of its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent and grants (and hereby reconfirms such grant under the Original Security Agreement), to the Collateral Agent for its benefit and for the ratable benefit of the Secured Parties, a first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s respective partnership and membership interests and related rights described in Schedule II and any partnership or membership interests or other equity interests in any Subsidiary obtained in the future by such Pledgor (the “Pledged Interests”), (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof, (iv) subject to Section 2.05, all payments of dividends and distributions, including, without limitation, all cash, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi)

any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the “Collateral”). The Collateral Agent acknowledges that the security interest in the Collateral granted herein ranks equally with and shall be pari passu with the security interest in the Collateral granted to the Trustee pursuant to the pledge agreement entered into pursuant to the Prudential Pledge and Security Agreement and that the respective rights of the Collateral Agent and the Trustee with respect to the Collateral shall be subject to the terms and conditions of the Prudential Intercreditor Agreement.

(b)     Upon delivery to the Collateral Agent, any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may request. Without limiting Section 2.02(b), (i) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may request, and (ii) upon the grant of a security interest in partnership or membership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and delivered to the Collateral Agent such instruments of consent, waiver, and recognition, from the issuer and other equity holders thereof (having provisions comparable to the Consent, Waiver and Recognition Agreement in substantially the form of Exhibit 2.01 hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Collateral Agent shall require) as the Collateral Agent may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, securities entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Collateral Agent in any Pledged Securities or Pledged Interests). Each schedule so delivered (except to the extent in error) shall supersede any prior schedules so delivered.

Section 2.02.Deliveries.

(a)     Each Pledgor agrees promptly to (i) deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing Collateral, and any other instruments referred to in Section 2.01(b)(i) endorsed to the Collateral Agent or in blank by an effective endorsement, or (ii) cause the certificate to be registered in the name of the Collateral Agent, upon original issue or registration of transfer by the issuer thereof.

(b)     Upon execution and delivery hereof there shall be delivered to the Collateral Agent a duly executed Consent, Waiver, and Recognition Agreement in substantially the form of

Exhibit 2.01  hereto in respect of each Partnership (with any appropriate changes for the pledge of a membership interest in a limited liability company).

(c)     With respect to such of the Collateral as constitutes an uncertificated security, (i) the Pledgor agrees to cause the issuer to register the Collateral Agent as the registered owner thereof, upon original issue or registration of transfer or (ii) the issuer agrees that it will comply with instructions with respect to such uncertificated security originated by the Collateral Agent without further consent of the registered owner.

(d)     With respect to such of the Collateral as constitutes a “security entitlement” as defined in Article 8 of the UCC, the Pledgor agrees to cause the securities intermediary to indicate by book entry that such security entitlement has been credited to a securities account of the Collateral Agent.

(e)     If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any note or other instrument (other than an instrument which constitutes chattel paper under the UCC), such note or other instrument shall be immediately pledged hereunder and a security interest therein hereby granted to Collateral Agent, and the same shall be duly endorsed without recourse or warranty in a manner reasonably acceptable to Collateral Agent and be delivered to Collateral Agent. If at any time Pledgor’s right or interest in any of the Collateral becomes an interest in real property, Pledgor immediately shall execute, acknowledge and deliver to Collateral Agent such further documents as the Collateral Agent reasonably deems necessary or advisable to create a first priority perfected mortgage lien in favor of the Collateral Agent in such real property interest.

Section 2.03.Representations; Warranties; Covenants. Each Pledgor hereby represents, warrants and covenants, to and with the Collateral Agent that:

(a) (i) the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Schedule II;

(b) each Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Trustee for the holders of the Prudential Notes for the benefit thereof on an equal priority and pari passu basis with the security interest created hereunder for so long as the Prudential Intercreditor Agreement is in effect, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the security interest created hereunder;

(c) each Pledgor (i) has the power and authority to pledge or grant a security interest in the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any and all other Liens, however arising, of all Persons whomsoever.

(d) no consent or approval (i) of any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Collateral Agent, was or is necessary to the validity of the pledge or grant of a security interest effected hereby;

(e) (i) when the Pledged Securities, certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and (ii) when Uniform Commercial Code Financing Statements in the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and the Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the payment and performance of the Obligations;

(f) the pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, on behalf of itself and the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein.

Section 2.04. Registration in Nominee Name, Denominations; Further Assurances.

(a) The Collateral Agent, on behalf of itself and the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities and Pledged Interests in its own name, the name of its nominee or the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities or Pledged Interests. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement (and the surrender of any certificates to the issuer or any agent thereof for such purpose shall not constitute a release of the security interest of the Collateral Agent in any such Pledged Securities represented thereby). If at any time the Pledged Interests are represented or evidenced by any certificates, the same shall promptly be delivered to the Collateral Agent in pledge hereunder together with any instruments of transfer requested by the Collateral Agent.

(b) Each Pledgor agrees, at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the pledge and the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the pledge, and the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith.

Section 2.05.Voting Rights; Dividends.

(a) Unless and until an Event of Default shall have occurred and be continuing;

(i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and powers accruing to them as owners of Pledged Securities and Pledged Interests for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such action would not adversely affect the rights inuring to a holder of the Pledged Securities and Pledged Interests or the rights and remedies of any of the Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) Each Pledgor shall be entitled to receive and retain any and all cash dividends and distributions paid on the Pledged Securities and cash distributions in respect of the Pledged Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the Prudential Intercreditor Agreement, the other Loan Documents and applicable laws. All noncash dividends and distributions, and all dividends and distributions (whether in cash or otherwise) in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other payments, dividends, and distributions made on or in respect of the Pledged Securities or Pledged Interests, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or the admission or withdrawal of any Partner, or received in exchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer or Partnership may be a party or otherwise, shall (except as otherwise provided in the preceding sentence) be and become part of the Collateral, and, if received by a Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07).

(b)     Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

(c)     Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon

demand in the same form as so received (with any necessary endorsement) and shall be applied in accordance with the provisions of Section 2.07.

Section 2.06.Possession, Sale of Collateral, Etc.

(a)     Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent may sell or cause to be sold, whenever it shall decide, in one or more sales or parcels, at such prices as it may deem best, and for cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker’s board or at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except ten (10) days’ written notice to the Pledgor thereof of the time and place of such sale or other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the meaning of Section 9-611(b) of the UCC), and such other notices as may be required by applicable statute and cannot be waived), and any Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatever kind, including any equity of redemption, of any Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Agreement, any Secured Party may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption of any Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for money then due and payable to such Secured Party by any Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the

Collateral Agent nor the Secured Parties shall in any such sale make any representations or warranties with respect to the Collateral or any part thereof, and shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions.

(b)     Each Pledgor hereby agrees that it will indemnify and hold the Collateral Agent and the Secured Parties, and their respective officers, directors, employees, agents, and representatives harmless (except for their own willful misconduct or gross negligence) from and against any and all claims with respect to the Collateral asserted both before and after the taking of actual possession or control of the Collateral by the Collateral Agent pursuant to this Agreement, or arising out of any act or omission of any party other than the Collateral Agent prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act or omission of such Pledgor, or any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent. In any action hereunder the Collateral Agent shall be entitled to the appointment, without notice, of a receiver to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon such receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to any Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations.

Section 2.07.Application of Proceeds.

(a)     Each Pledgor hereby agrees that it shall upon the occurrence and during the continuation of an Event of Default, (i) immediately turn over to the Collateral Agent any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Collateral Agent, the possession of which is required for the perfection of the Collateral Agent’s security interest for its benefit and the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for its benefit and the ratable benefit of the Secured Parties and not commingled prior to its coming into the Collateral Agent’s possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting Proceeds of any Collateral to be deposited directly in an account of the Pledgor (or any of them) with the Collateral Agent and to cause such sums to be applied to the satisfaction of the Obligations.

(b)     Subject to the terms of the Prudential Intercreditor Agreement, all proceeds from any collection or sale of the Collateral pursuant hereto, all Collateral consisting of cash, and all deposits in accounts of any Pledgor with the Collateral Agent or any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to, and any other Obligations payable to the Collateral Agent under, this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of

any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Lenders and the Issuing Bank in respect of the Loans, LC Disbursements and any Interest Rate Hedging Agreements, pro rata as among the Lenders (including, but not limited to, any of them as an Interest Rate Protection Merchant) in accordance with the amounts of such Obligations owed to them, and (iii) third, to the payment of the Obligations (other than those referred to above) pro rata as among the Secured Parties in accordance with the amounts of such Obligations owed to them. Any amounts remaining after such applications shall be remitted to the Pledgors or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, cash, or balances in accordance with this Agreement.

Section 2.08. Power of Attorney.

(a)     Each Pledgor does hereby irrevocably make, constitute and appoint the Collateral Agent or any officer or designee thereof its true and lawful attorney-in-fact with full power in the name of the Collateral Agent, and of such Pledgor, with power of substitution, to, upon the occurrence and during the continuation of an Event of Default, receive, open and dispose of all mail addressed to such Pledgor, to endorse any note, check, draft, money order, or other evidence of payment relating to the Collateral that may come into the possession of the Collateral Agent, with full power and right to cause the mail of such Pledgor to be transferred to the Collateral Agent’s own offices or otherwise; to communicate with any issuer of Pledged Securities or any Partnership; to commence or prosecute any suits, actions or proceedings to collect or otherwise realize upon any Collateral or enforce any rights in respect thereof; to settle, compromise, adjust or defend any claims in respect of any Collateral; to notify any issuer of Pledged Securities or any Partnership, or otherwise require them to make payment directly to the Collateral Agent; to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do any and all other acts necessary or proper to carry out the intent of this Agreement and each other Loan Document and the grant, confirmation and continuation of the security interests hereunder and thereunder. Such power of attorney is coupled with an interest and is irrevocable, and shall survive the bankruptcy, insolvency or dissolution of any or all of the Pledgors. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The provisions of this Section shall in no event relieve any Pledgor of any of its obligations hereunder or under the other Loan Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by any Secured Party of any other or further right that it may have on the date of this

Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale of Collateral pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

(b)     Without limiting the preceding paragraph, each Pledgor does hereby further irrevocably make, constitute and appoint the Collateral Agent or any officer or designee thereof its true and lawful attorney-in-fact with full power in the name of the Collateral Agent, and of such Pledgor, with power of substitution, (i) to enforce all of such Pledgor’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of the Collateral Agent and the Secured Parties, (ii) to enter into and perform such agreements as may be reasonably necessary in order to carry out the terms, covenants and conditions of this Agreement that are required to be observed or performed by such Pledgor, (iii) to execute such other and further mortgages, pledges and assignments of the Collateral and filings or recordations in respect thereof as the Collateral Agent may require for the purpose of protecting, maintaining or enforcing the security interest of the Collateral Agent hereunder for the ratable benefit of itself and the Secured Parties, (iv) to act as authorized in the following Section hereof, and (v) to do any and all other things reasonably necessary or proper to carry out the intention of this Agreement and the grant, confirmation, continuation and perfection of the security interests hereunder. Such power of attorney is coupled with an interest and is irrevocable, and shall survive the insolvency, bankruptcy, or dissolution of any or all of the Pledgors.

Section 2.09.Financing Statements, Direct Payments, Confirmation . Each Pledgor hereby authorizes the Collateral Agent to file Uniform Commercial Code financing statements (and any other filings) required in connection with the perfection or preservation of the security interest hereunder in respect of all or any part of the Collateral, and amendments thereto and continuations thereof with regard to such Collateral, without such Pledgor’s signature, or, in the alternative, to execute such items on behalf of such Pledgor pursuant to the powers of attorney granted in the preceding Section. Each Pledgor further authorizes the Collateral Agent to confirm with any issuer of Pledged Securities or any Partnership the amounts payable to such Pledgor with regard to the Collateral. Each Pledgor hereby further authorizes the Collateral Agent upon the occurrence and during the continuation of an Event of Default to notify any issuer of Pledged Securities or any Partnership that all sums payable to such Pledgor relating to the Collateral shall be paid directly to the Collateral Agent.

Section 2.10.Termination. The security interest granted hereunder shall terminate when all the Obligations have been fully, finally and indefeasibly paid and performed, the Revolving Credit Exposure of each Lender shall be zero, the LC Exposure shall be zero and the Revolving Credit Commitment of each Lender shall have terminated. Thereupon, the Collateral Agent will, subject to the terms of the Prudential Intercreditor Agreement, return to the Pledgors the Pledged Securities and execute and deliver, at each Pledgor’s expense, UCC termination statements reasonably requested by such Pledgor evidencing the release of the security interest hereunder, all without recourse to or warranty by the Collateral Agent.

Section 2.11.Remedies Not Exclusive. The remedies conferred upon or reserved to the Collateral Agent and the other Secured Parties in this Article and elsewhere in this Agreement

are intended to be in addition to, and not in limitation of any other remedy available to the Collateral Agent and the other Secured Parties.

Section 2.12.Securities Laws, etc.   In view of the position of the Pledgors in relation to the Pledged Securities and Pledged Interests, or because of other current or future circumstances, issues may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statue as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities or Pledged Interests permitted hereunder, the Pledgors understand that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities or Pledged Interests, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities or Pledged Interests could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities or Pledged Interests under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. The Pledgors recognize that in light of the foregoing restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities or Pledged Interests, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities or Pledged Interests for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgors acknowledge and agree that in light of the foregoing restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or Pledged Interests or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser (including without limitation, any Partner) to effect such sale. The Pledgors acknowledge and agree that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities or Pledged Interests at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

Section 2.13.No Assumption of Liability.   The pledge and security interest hereunder is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of any of the Collateral. Each Pledgor shall remain liable to, at its own cost and expense, duly and punctually observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, including, without limitation, the Partnership Documents, all in accordance with the terms and conditions thereof, and each Pledgor agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

ARTICLE III

MISCELLANEOUS

Section 3.01.No Discharge.   All rights of the Collateral Agent hereunder, the security interest granted hereunder, and the obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way diminished by (i) any lack of validity or enforceability of the Credit Agreement, any other Loan Document (including this Agreement and each Guarantee Agreement), any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, (iii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantee, for all or any of the Obligations, (iv) any exercise or nonexercise by the Collateral Agent or any Secured Party of any right, remedy, power or privilege under or in respect of this Agreement, any other Loan Document or applicable law, including, without limitation, any failure by the Collateral Agent or any Secured Party to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (v) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Credit Party or would otherwise, but for this specific provision to the contrary, operate as a discharge of or exonerate any Pledgor as a matter of law.

Section 3.02.Amendment; Waiver.   No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Pledgor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent with the written consent of the Required Lenders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in the same, similar or other circumstances. No waiver by any Secured Party of any breach or default of or by any Pledgor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

Section 3.03.Survival; Severability.

(a)     All covenants, agreements, representations and warranties made by the Pledgors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is

outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated.

(b)     Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Section 3.04. Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor, or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. No Pledgor may assign or transfer any of its rights or obligations hereunder or any interest herein or in the Collateral except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

Section 3.05. GOVERNING LAW.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Section 3.06. Headings.  The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

Section 3.07. Notices.  Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. Communications and notices to any Pledgor shall be given to it at its address set forth in Schedule 3.07 hereto or to such other address as shall have been designated by notice duly given hereunder.

Section 3.08. Reimbursement of the Collateral Agent.

(a)     The Pledgors jointly and severally agree to pay upon demand to the Collateral Agent the amount of any and all reasonable and documented expenses, including the reasonable and documented fees and expenses of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Loan Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. If the Pledgors shall fail to do any act or thing that they have covenanted to do hereunder or any representation or warranty of the Pledgors hereunder shall be breached, the Collateral

Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred by the Collateral Agent in so doing.

(b)     Without limitation of their indemnification obligations under the other Loan Documents, the Pledgors jointly and severally agree to indemnify the Collateral Agent and the Secured Parties and their respective officers, directors, employees, agents, attorneys, and representatives (“Indemnitees”) against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)     Any amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable on written demand therefor and shall bear interest at the default rate (as provided in the Credit Agreement).

Section 3.09.Counterparts; Additional Pledgors.

(a)     This Agreement may be executed in separate counterparts (a facsimile of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

(b)     Upon execution and delivery after the date hereof by the Collateral Agent and a Subsidiary of the Company of an instrument in the form of Exhibit 3.09(b) hereto, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of, or the failure to add, any new Pledgor as a party hereto, in each case whether or not required under the Credit Agreement.

Section 3.10.Entire Agreement; Jurisdiction; Consent to Service of Process.

(a)     Except as expressly herein provided, this Agreement and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof. Any previous agreement among the parties with respect to the transactions contemplated hereunder is superseded by this Agreement and the other Loan Documents. Except as expressly provided herein or in the other Loan Documents, nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to confer upon any party, other than the parties

hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement or such other Loan Documents.

(b)     Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor or its properties in the courts of any jurisdiction.

(c)     Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)     Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 3.07. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 3.11. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

JPMORGAN CHASE BANK, N.A.	DREW INDUSTRIES INCORPORATED
as Collateral Agent
By: /s/ Larry O’Brien	By: /s/ Fredric M. Zinn
———————————————————	———————————————————
Name: Larry O’Brien	Name: Fredric M. Zinn
Title:   Vice President	Title:   Executive Vice President and Chief
	Financial Officer
	KINRO, INC.
	By: /s/ Fredric M. Zinn
	———————————————————
	Name: Fredric M. Zinn
	Title:   Vice President
	LIPPERT TIRE & AXLE, INC.
	By: /s/ Fredric M. Zinn
	———————————————————
	Name: Fredric M. Zinn
	Title:   Vice President
	KINRO HOLDING, INC.
	By: /s/ Fredric M. Zinn
	———————————————————
	Name: Fredric M. Zinn
	Title:   Chief Financial Officer
	LIPPERT TIRE & AXLE HOLDING, INC.
	By: /s/ Fredric M. Zinn
	———————————————————
	Name: Fredric M. Zinn
	Title:   Chief Financial Officer

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

      ———————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT HOLDING, INC.

By: /s/ Fredric M. Zinn

      ———————————————————

      Name: Fredric M. Zinn 

      Title:   Chief Financial Officer

EX-10.6

Exhibit 10.6
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$25,000,000	New York, New York
	As of February 11, 2005
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 hereunder from time to time from the date hereof in like money at such office at the rates and on the dates specified in the Credit Agreement. The holder of this Note is authorized to record on the schedule annexed hereto or on a continuation thereof the date, Type and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or repayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto; provided, however, that the failure to make any such recordation shall not affect the obligations of the Borrowers in respect of such Loans. This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of February 11, 2005 (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. Any amounts owing under the Sixth Amended And Restated Revolving Credit Note dated as of January 28, 2005 and issued to the Lender under the Amended and Restated Credit Agreement dated as of November 13, 2001 by and among the Borrowers (and Lippert Tire & Axle, Inc., a Delaware corporation as an additional borrower), the Administrative Agent (f/k/a JPMorgan Chase Bank) and the Lenders parties thereto, which this Note replaces and is substituted for, shall continue to be owing under this Note in all respects. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

KINRO, INC.

By: /s/ Fredric M. Zinn

       ———————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       ———————————————

       Name: Fredric M. Zinn

       Title:   Vice President

EX-10.7

Exhibit 10.7
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$20,000,000	New York, New York
	As of February 11, 2005
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 from time to time from the date hereof in like money at such office at the rates and on the dates specified in the Credit Agreement. The holder of this Note is authorized to record on the schedule annexed hereto or on a continuation thereof the date, Type and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or repayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto; provided, however, that the failure to make any such recordation shall not affect the obligations of the Borrowers in respect of such Loans. This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of February 11, 2005 (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. Any amounts owing under the Sixth Amended And Restated Revolving Credit Note dated as of January 28, 2005 and issued to the Lender under the Amended and Restated Credit Agreement dated as of November 13, 2001 by and among the Borrowers (and Lippert Tire & Axle, Inc., a Delaware corporation as an additional borrower), the Administrative Agent (f/k/a JPMorgan Chase Bank) and the Lenders parties thereto, which this Note replaces and is substituted for, shall continue to be owing under this Note in all respects. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

KINRO, INC.

By: /s/ Fredric M. Zinn

     ———————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

     ———————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

EX-10.8

Exhibit 10.8
REVOLVING CREDIT NOTE
$15,000,000	New York, New York
	As of February 11, 2005
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 hereunder from time to time from the date hereof in like money at such office at the rates and on the dates specified in the Credit Agreement. The holder of this Note is authorized to record on the schedule annexed hereto or on a continuation thereof the date, Type and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or repayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto; provided, however, that the failure to make any such recordation shall not affect the obligations of the Borrowers in respect of such Loans. This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of February 11, 2005 (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. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

KINRO, INC.

By: /s/ Fredric M. Zinn

       ———————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       ———————————

       Name: Fredric M. Zinn

       Title:   Vice President

EX-10.9

Exhibit 10.9

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

TABLE OF CONTENTS

			Page
1.	AUTHORIZATION OF ISSUE OF SHELF NOTES		1
2.	PURCHASE AND SALE OF SHELF NOTES		2
	2A.	Facility	2
	2B.	Issuance Period	2
	2C.	Request for Purchase	3
	2D.	Rate Quotes	3
	2E.	Acceptance	3
	2F.	Market Disruption	4
	2G.	Facility Closings	4
	2H.	Fees	5
3.	CONDITIONS OF CLOSING		6
	3A.	Conditions to Effectiveness	6
	3B.	Conditions to Closing Each Purchase of Shelf Notes	9
4.	PREPAYMENTS		10
	4A.	Required Prepayments of Shelf Notes	11
	4B.	Optional Prepayment With Yield-Maintenance Amount	11
	4C.	Prepayment with Yield-Maintenance Amount Pursuant to Intercreditor Agreement	11
	4D.	Notice of Optional Prepayment	11
	4E.	Application of Prepayments	11
	4F.	No Acquisition of Shelf Notes	11
5.	AFFIRMATIVE COVENANTS		12
	5A.	Financial Statements; Notice of Defaults	12
	5B.	Information Required by Rule 144A	14
	5C.	Other Information	14
	5D.	[Intentionally Omitted]	14
	5E.	Compliance with Law	14
	5F.	Insurance and Maintenance of Properties	15
	5G.	[Intentionally Omitted]	15
	5H.	Payment of Taxes and Claims	15
	5I.	Corporate Existence, Etc	15

i

TABLE OF CONTENTS

			Page
	5J.	Books and Records; Inspection	15
	5K.	Subsidiary Guaranty; Security Documents	16
	5L.	Further Assurances	17
	5M.	Succession Plan	17
6.	NEGATIVE COVENANTS		17
	6A.	Transactions with Affiliates	17
	6B.	Merger, Consolidation, Etc	18
	6C.	Liens	18
	6D.	Limitations on Indebtedness	19
	6E.	Restrictive Agreements	20
	6F.	Limitation on Subsidiary Indebtedness and Issuance of Preferred Stock	20
	6G.	Limitation on Restricted Payments	21
	6H.	Sale of Assets	21
	6I.	Limitation on Priority Debt	22
	6J.	Minimum Consolidated Tangible Net Worth	22
	6K.	Leverage Ratio	22
	6L.	Minimum Debt Service Ratio	22
	6M.	Limitation on Investments	22
	6N.	Hedging Agreements	22
	6O.	Amendment of Certain Documents	23
	6P.	Terrorism Sanctions Regulations	23
7.	EVENTS OF DEFAULT		23
	7A.	Acceleration	23
	7B.	Rescission of Acceleration	27
	7C.	Notice of Acceleration or Rescission	27
	7D.	Other Remedies	27
8.	REPRESENTATIONS, COVENANTS AND WARRANTIES		27
	8A.	Organization	28
	8B.	Financial Statements	28
	8C.	Actions Pending	28
	8D.	Outstanding Indebtedness	28

ii

TABLE OF CONTENTS

			Page
	8E.	Title to Properties	28
	8F.	Taxes	29
	8G.	Conflicting Agreements and Other Matters	29
	8H.	Offering of Shelf Notes	30
	8I.	Use of Proceeds	30
	8J.	ERISA	30
	8K.	Governmental Consent	31
	8L.	Compliance With Laws	31
	8M.	Disclosure	31
	8N.	Hostile Tender Offers	31
	8O.	Investment Company Act	31
	8P.	Public Utility Holding Company Act	31
	8Q.	Foreign Assets Control Regulations, etc	31
9.	REPRESENTATIONS OF THE PURCHASERS		32
	9A.	Nature of Purchase	32
	9B.	Source of Funds	32
10.	DEFINITIONS; ACCOUNTING MATTERS		34
	10A.	Yield-Maintenance Terms	34
	10B.	Other Terms	35
11.	PARENT GUARANTY		54
12.	CONFIDENTIALITY		54
13.	MISCELLANEOUS		55
	13A.	Shelf Note Payments	55
	13B.	Expenses	55
	13C.	Consent to Amendments	56
	13D.	Form, Registration, Transfer and Exchange of Shelf Notes; Lost Shelf Notes	57
	13E.	Persons Deemed Owners; Participations	57
	13F.	Survival of Representations and Warranties; Entire Agreement	58
	13G.	Successors and Assigns	58
	13H.	Independence of Covenants	58
	13I.	Notices	58

iii

TABLE OF CONTENTS

		Page
13J.	Payments Due on Non-Business Days	59
13K.	Severability	59
13L.	Descriptive Headings	59
13M.	Satisfaction Requirement	59
13N.	Governing Law	59
13O.	Severalty of Obligations	59
13P.	Counterparts	59
13Q.	Binding Agreement	60
13R.	Jury Waiver	60
13S.	Personal Jurisdiction	61

iv

Schedules and Exhibits

		Information Schedule
Schedule 3A(1)	—	Initial Subsidiary Guarantors and Pledgors
Schedule 6A	—	Transactions with Affiliates
Schedule 6C	—	Existing Liens
Schedule 6D	—	Existing Indebtedness
Schedule 6F	—	Subsidiary Indebtedness
Schedule 8B	—	Material Changes
Schedule 8C	—	Litigation
Schedule 8G	—	Debt Agreements Which Restrict the Incurrence of Indebtedness
Exhibit A	—	Form of Shelf Note
Exhibit B	—	Form of Request for Purchase
Exhibit C	—	Form of Confirmation of Acceptance
Exhibit D-1	—	Form of Parent Guaranty
Exhibit D-2	—	Form of Subsidiary Guaranty
Exhibit E	—	Form of Intercreditor Agreement
Exhibit F	—	Form of Subordination Agreement
Exhibit G	—	Form of Pledge Agreement
Exhibit H-1	—	Form of Closing Opinion for Counsel to Credit Parties
Exhibit H-2	—	Form of Closing Opinion for Special Ohio Counsel to Kinro
Exhibit H-3	—	Form of Shelf Opinion for Counsel to Credit Parties
Exhibit H-4	—	Form of Shelf Opinion for Special Ohio Counsel to Kinro
Exhibit I	—	Form of Officer’s Certificate
Exhibit J	—	Form of Secretary’s Certificate for the Credit Parties
Exhibit K	—	Form of Trust Agreement

i

KINRO, INC.
LIPPERT COMPONENTS, INC.
200 Mamaroneck Avenue
White Plains, New York 10601

Guaranteed By:
DREW INDUSTRIES INCORPORATED

As of February 11, 2005

Prudential Investment Management, Inc.
(herein called “Prudential”)

Each Prudential Affiliate (as hereinafter defined)
which becomes bound by certain provisions of
this Agreement as hereinafter provided (the “Purchasers”)

c/o Prudential Capital Group
1114 Avenue of the Americas, 30^th Floor
New York, NY 10036

Ladies and Gentlemen:

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 you as follows:

1. AUTHORIZATION OF ISSUE OF SHELF NOTES.

Each of the Co-Issuers will, jointly and severally with each other Co-Issuer, authorize the issue of its senior promissory notes (the “Shelf Notes”) in the aggregate principal amount of up to $60,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 7 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 7 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2E, and to be substantially in the form of Exhibit A attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Shelf Notes which have (i) the same final

maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Shelf Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Shelf Note issued in exchange for another Shelf Note, shall be deemed for these purposes the date on which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein called a “Series” of Shelf Notes.

2. PURCHASE AND SALE OF SHELF NOTES.

2A. Facility.  Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes by Prudential Affiliates pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, (i) $60,000,000, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

2B. Issuance Period. Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Co-Issuers, or the Co-Issuers shall have given to Prudential, written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.

2C. Request for Purchase.  The Co-Issuers may from time to time during the Issuance Period make requests for purchases of Shelf Notes (each such request being herein called a “Request for Purchase”). Each Request for Purchase shall be made to Prudential by facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than $5,000,000 and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities (which shall be no more than 7 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no

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more than 7 years) and interest payment periods (quarterly or semi-annually in arrears) of the Shelf Notes covered thereby (provided, however, that no more than $20,000,000 in aggregate principal amount of Shelf Notes outstanding from time to time may be due in any calendar year), (iii) specify the use of proceeds of such Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than 30 days after the making of such Request for Purchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 are true on and as of the date of such Request for Purchase, subject to such changes and exceptions thereto, if any, as may be indicated in the Request for Purchase and are reasonably acceptable to Prudential, (vii) certify that there exists on the date of such Request for Purchase no Event of Default or Default, (viii) specify the Designated Spread for such Shelf Notes and (ix) be substantially in the form of Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

2D. Rate Quotes.  Not later than five Business Days after the Co-Issuers shall have given Prudential a Request for Purchase pursuant to paragraph 2C, Prudential may, but shall be under no obligation to, provide to the Co-Issuers by telephone or facsimile, in each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as Prudential may elect) interest rate quotes for the several principal amounts, maturities, principal prepayment schedules, Designated Spreads and interest payment periods of Shelf Notes specified in such Request for Purchase. Each quote shall represent the interest rate per annum payable on the outstanding principal balance of such Shelf Notes, until such balance shall have become due and payable, at which Prudential or a Prudential Affiliate would be willing to purchase such Shelf Notes at 100% of the principal amount thereof.

2E. Acceptance.  Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may specify to the Co-Issuers (such period herein called the “Acceptance Window”), the Co-Issuers may, subject to paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of each of the Co-Issuers notifying Prudential by telephone or facsimile within the Acceptance Window that each of the Co-Issuers elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note”) as to which such acceptance (herein called an “Acceptance”) relates. The day the Co-Issuers notify Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraphs 2B and 2F and the other terms and conditions hereof, the Co-Issuers agree jointly and severally to sell to a Prudential Affiliate, and Prudential agrees to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Co-Issuers and each Prudential Affiliate which is to purchase any such Accepted Notes will execute

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a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Co-Issuers should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Co-Issuers in writing.

2F. Market Disruption.  Notwithstanding the provisions of paragraph 2E, if Prudential shall have provided interest rate quotes pursuant to paragraph 2D and thereafter prior to the time an Acceptance with respect to such quotes shall have been notified to Prudential in accordance with paragraph 2E the domestic market for U.S. Treasury securities or other financial instruments shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or other financial instruments, then such interest rate quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. If the Co-Issuers thereafter notify Prudential of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and Prudential shall promptly notify the Co-Issuers that the provisions of this paragraph 2F are applicable with respect to such Acceptance.

2G. Facility Closings.  Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Co-Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group, 1114 Avenue of the Americas, 30^th Floor, New York, NY 10036 (or such other address as Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Co-Issuers’ account specified in the Request for Purchase of such Shelf Notes. If the Co-Issuers fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Co-Issuers shall, prior to 1:00 P.M. New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Co-Issuers reasonably believe that they will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Co-Issuers will pay the Delayed Delivery Fee in accordance with paragraph 2H(2) or (ii) such closing is to be canceled and that the Co-Issuers will pay the Cancellation Fee as provided in paragraph 2H(3). In the event that the Co-Issuers shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such

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scheduled Closing Day, notify the Co-Issuers in writing that such closing is to be canceled and the Co-Issuers are obligated to pay the Cancellation Fee as provided in paragraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Co-Issuers may elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless Prudential shall have otherwise consented in writing.

2H. Fees.

2H(1) Issuance Fee.  The Co-Issuers will pay to each Purchaser in immediately available funds a fee (herein called the “Issuance Fee”) on each Closing Day in an amount equal to 0.10% of the aggregate principal amount of Shelf Notes sold to such Purchaser on such Closing Day.

2H(2) Delayed Delivery Fee.  If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Co-Issuers will pay to the Purchaser of such Accepted Note (a) on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on the Business Day following the end of each 90-day period ending thereafter, a fee (herein called the “Delayed Delivery Fee”) calculated as follows:

                (BEY - MMY) X DTS/360 X PA

where “BEY” means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note; “MMY” means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by Prudential each time such closing is delayed); “DTS” means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; and “PA” means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2G.

2H(3) Cancellation Fee.  If the Co-Issuers at any time notify Prudential in writing that they are canceling the closing of the purchase and sale of any Accepted Note, or if Prudential or any Prudential Affiliate notifies the Co-Issuers in writing under the circumstances set forth in the last sentence of paragraph 2E or the

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penultimate sentence of paragraph 2G that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Co-Issuers will pay the Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated as follows:

PI X PA

where “PI” means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (a) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such bid price; and “PA” has the meaning ascribed to it in paragraph 2H(2). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of similar market data as is then customarily used by Prudential). Each price shall be rounded to the second decimal place. In no case shall the Cancellation Fee be less than zero.

3. CONDITIONS OF CLOSING.

3A. Conditions to Effectiveness. Prudential’s obligation to enter into this Agreement and to make the Facility available to the Co-Issuers is subject to the satisfaction, on or before the Effective Date, of the following conditions:

 3A(1) Prudential shall have received the following documents, each duly executed and delivered by the party or parties thereto and in form and substance satisfactory to Prudential:

(i) the Parent Guarantee Agreement, dated as of the date hereof, executed by the Parent in favor of Prudential and the holders from time to time of the Shelf Notes, in the form of Exhibit D-1 hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Parent Guaranty”);

(ii) the Subsidiary Guarantee Agreement, dated as of the date hereof, executed by each of the Subsidiary Guarantors in favor of Prudential and the holders from time to time of the Shelf Notes, in the form of Exhibit D-2 hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”);

(iii) the Intercreditor Agreement, dated as of the date hereof, by and among the Bank Lenders, JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Bank Lenders and as Collateral Agent, Prudential, each of the other holders from time to time of the Shelf Notes and the Security

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Trustee, in the form of Exhibit E hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”);

(iv) the Subordination Agreement, dated as of the date hereof, by and among the Credit Parties, Prudential and each of the other holders from time to time of the Shelf Notes, in the form of Exhibit F hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Subordination Agreement”);

(v) the Pledge and Security Agreement, dated as of the date hereof, executed by the Obligors and the Subsidiary Guarantors (other than any Subsidiary Guarantors that are limited liability companies or limited partnerships) in favor of the Security Trustee, as secured party, for the benefit of the holders from time to time of Shelf Notes, in the form of Exhibit G hereto (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), and the relevant Credit Parties shall have delivered to the Collateral Agent to be held on behalf of the Security Trustee in accordance with the terms of the Pledge Agreement and the Intercreditor Agreement (x) certificates representing the Capital Stock pledged by such Credit Parties thereunder together with related undated stock powers (or other similar instruments) endorsed in blank, (y) Form UCC-1 financing statements in respect of all partnership interests and limited liability company interests in which a Lien is granted thereunder, and (z) instruments of consent, waiver, and recognition in the form of Exhibit B to the Pledge Agreement duly executed by each Credit Party that is (A) a partnership and by each partner therein and (B) a limited liability company and by each member thereof;

(vi) the Collateralized Trust Agreement, dated as of the date hereof, by and between Prudential, each of the holders of the Shelf Notes from time to time and the Security Trustee, in the form of Exhibit K hereto (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”);

(vii) such other certificates, documents and agreements as Prudential may request (including those referenced in paragraph 3B); and

3A(2) Opinions of Counsel.  Prudential shall have received:

(i) from Bingham McCutchen LLP, a favorable opinion satisfactory to Prudential as to such matters incident to the matters herein contemplated as it may reasonably request.

(ii) from (a) Phillips Nizer LLP, special counsel to the Credit Parties and (b) Squire, Sanders & Dempsey LLP, special Ohio counsel to Kinro, favorable opinions satisfactory to Prudential and substantially in the forms of Exhibit H-1 and Exhibit H-2, respectively, attached hereto. The Obligors hereby direct each such counsel to deliver such opinion and understand and agree that

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Prudential and each Purchaser will and is hereby authorized to rely on such opinion.

3A(3) Representations and Warranties; No Default.  The representations and warranties contained in this Agreement and each of the other Transaction Documents shall be true on and as of the Effective Date; there shall exist on the Effective Date no Event of Default or Default; and each of the Obligors shall have delivered to such Purchaser an Officer’s Certificate, dated the Effective Date, to both such effects substantially in the form attached hereto as Exhibit I.

3A(4) Constitutive and Authorization Documents.  Prudential shall have received from each Credit Party a certificate substantially in the form of Exhibit J attached hereto, certifying as to the incumbency of the Persons executing the Transaction Documents and other documents in connection therewith on behalf of such Credit Party and attaching copies of such Credit Party’s constitutive documents, as in effect on the Effective Date, good standing certificates, and the resolutions authorizing its execution and delivery of the Transaction Documents to which it is a party, and certifying as to such other matters as Prudential may reasonably request.

3A(5) [Intentionally Omitted]

3A(6) Payment of Existing Indebtedness.   The Obligors shall have paid in full all amounts outstanding under the Existing Note Agreement and each other document, instrument and agreement relating thereto, and Prudential shall have received documentation or other evidence satisfactory to it that such amounts have been paid and such documents, instruments and agreements have been terminated.

3A(7) Perfection of Liens.   Prudential shall have received (a) copies of each certificate representing Capital Stock of the Co-Issuers and their Subsidiaries pledged pursuant to the Pledge Agreement, together with copies of appropriate instruments of transfer thereof, in each case in form and substance satisfactory to Prudential and certified by a senior financial officer of the Parent as being true, correct and complete copies thereof, (b) evidence satisfactory to Prudential that the Security Trustee (or any agent or designee thereof) is in possession of such certificates and instruments of transfer and (c) evidence satisfactory to Prudential of the perfection of its Liens in any uncertificated Capital Stock of the Co-Issuers and their Subsidiaries pledged pursuant to the Pledge Agreement (it being understood that delivery to Prudential of copies of the filed UCC-1 financing statements with the appropriate secretaries’ of state, naming the Security Trustee as secured party for the benefit of the holders from time to time of the Shelf Notes shall constitute satisfactory evidence). The Liens of the Security Trustee on the Capital Stock pledged by the Credit Parties pursuant to the Pledge Agreement shall be valid and enforceable and shall not be subject to any other Liens (other than Liens in favor of the Collateral Agent permitted by clause (viii) of the definition of Permitted Liens).

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3A(8) UCC Searches.  Prudential shall have received copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Credit Parties or any of their respective Subsidiaries (under any present name and previous name) as debtor and which are filed in the offices of their respective jurisdictions of organization and any other states as reasonably requested by such Purchaser, together with copies of such financing statements.

3A(9) Payment of Closing Expenses. The Obligors shall have paid at the closing the fees, charges and disbursements of the special counsel to Prudential and the Purchasers as presented by such counsel in a statement on the Effective Date and for which the Obligors are responsible in accordance with paragraph 13B.

3A(10) Proceedings.  All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to Prudential, and Prudential shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

3B. Conditions to Closing Each Purchase of Shelf Notes. The obligation of any Purchaser to purchase and pay for any Shelf Notes is subject to the satisfaction, on or before the Closing Day for such Shelf Notes, of the following conditions:

3B(1) Shelf Notes.  Such Purchaser shall have received the Shelf Note(s) to be purchased by such Purchaser, dated the applicable Closing Day with respect to such Shelf Notes.

3B(2) Private Placement Number. Such Purchaser shall have received a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in connection with the Securities Valuation Office of the National Association of Insurance Commissioners) for the Shelf Notes to be purchased by it.

3B(3) Opinions of Counsel.  Such Purchaser shall have received from (a) Phillips Nizer LLP, special counsel to the Credit Parties (or such other counsel designated by the Credit Parties and acceptable to the Purchaser(s)) and (b) Squire, Sanders & Dempsey LLP, special Ohio counsel to Kinro (or such other counsel designated by Kinro and acceptable to the Purchaser(s)), favorable opinions satisfactory to Prudential and substantially in the forms of Exhibit H-3 and Exhibit H-4, respectively, attached hereto. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Shelf Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.

3B(4) Representations and Warranties; No Default.  The representations and warranties contained in this Agreement and each of the other

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Transaction Documents shall be true on and as of such Closing Day, except to the extent of (a) changes caused by the transactions herein contemplated, and (b) such changes or exceptions thereto as may be indicated in the Request for Purchase and are reasonably acceptable to Prudential. In addition, there shall exist on such Closing Day no Event of Default or Default; and each of the Obligors shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, to both such effects substantially in the form attached hereto as Exhibit I.

3B(5) Constitutive and Authorization Documents. Such Purchaser shall have received from each Credit Party a certificate substantially in the form of Exhibit J attached hereto, certifying as to the incumbency of the Persons executing the Shelf Notes and other documents, agreements and certificates in connection therewith on behalf of such Credit Party and attaching copies of such Credit Party’s constitutive documents, as in effect on such Closing Day, good standing certificates, and, where applicable, the resolutions authorizing its execution of and issuance of the Shelf Notes, and certifying as to such other matters as the Purchasers may reasonably request.

3B(6) [Intentionally Omitted]  

3B(7) Purchase Permitted by Applicable Laws. The purchase of and payment for the Shelf Notes to be purchased by such Purchaser on the applicable Closing Day (including the use of the proceeds of such Shelf Notes by the Co-Issuers) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.

3B(8) Payment of Certain Fees.  The Co-Issuers shall have paid to Prudential or any Purchaser, as applicable, any fees due it pursuant to or in connection with this Agreement, including any Issuance Fee due pursuant to paragraph 2H(1) and any Delayed Delivery Fee due pursuant to paragraph 2H(2).

3B(9) Payment of Closing Expenses. The Obligors shall have paid at the closing the fees and disbursements of the special counsel to Prudential and the Purchasers as presented by such counsel in a statement on the Closing Day and for which the Co-Issuers are responsible in accordance with paragraph 13B.

3B(10) Proceedings. All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to such Purchaser, and such Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

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4. PREPAYMENTS.  The Shelf Notes shall be subject to required prepayment as and to the extent provided in paragraph 4A. The Shelf Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4B and paragraph 4C. Any prepayment made by the Co-Issuers pursuant to any other provision of this paragraph 4 shall not reduce or otherwise affect its obligation to make any required prepayment as specified in paragraph 4A.

4A. Required Prepayments of Shelf Notes.  Each Series of Shelf Notes shall be subject to required prepayments, if any, set forth in the Shelf Notes of such Series.

4B. Optional Prepayment With Yield-Maintenance Amount.  The Shelf Notes shall be subject to prepayment, in whole at any time or from time to time in part (in integral multiples of $100,000 and in a minimum amount of $1,000,000), at the option of the Co-Issuers, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Shelf Note. Any partial prepayment of the Shelf Notes pursuant to this paragraph 4B shall be applied in satisfaction of remaining required payments of principal in inverse order of their scheduled due dates.

4C. Prepayment with Yield-Maintenance Amount Pursuant to Intercreditor Agreement.  The Shelf Notes prepaid with a distribution made pursuant to the terms of the Intercreditor Agreement shall be made at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Shelf Note. Any partial prepayment of the Shelf Notes pursuant to this paragraph 4(C) shall be applied in satisfaction of remaining required payments of principal in inverse order of their scheduled due dates.

4D. Notice of Optional Prepayment.  The Co-Issuers shall give the holder of each Shelf Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than 10 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Shelf Notes to be prepaid on such date, the principal amount of the Shelf Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Shelf Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Co-Issuers shall, on or before the day on which they give written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Shelf Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached to the applicable Confirmation of Acceptance for such Significant Holder or by notice in writing to the Co-Issuers.

4E. Application of Prepayments.  In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Shelf Notes of any Series pursuant to paragraph 4A, the amount to be prepaid shall be applied pro rata to all outstanding Shelf Notes of such Series according to the respective unpaid principal amounts thereof. In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Shelf Notes

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pursuant to paragraphs 4B or 4C, the amount to be prepaid shall be applied pro rata to all outstanding Shelf Notes of all Series according to the respective unpaid principal amounts thereof.

4F. No Acquisition of Shelf Notes.  The Obligors shall not, and shall not permit any of their Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B or 4C or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Shelf Notes held by any holder.

5.AFFIRMATIVE COVENANTS.  During the Issuance Period and so long thereafter as any Shelf Note or other amount owing under this Agreement or any other Transaction Document shall remain unpaid, the Obligors covenant as follows:

5A. Financial Statements; Notice of Defaults.  The Obligors will deliver to each holder of any Shelf Notes in triplicate:

(i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, (i) its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter (except in the case of statements of stockholders’ equity and statements of cash flows) and the then elapsed portion of the fiscal year, setting forth in each case (except in the case of stockholders’ equity) in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its authorized financial officers as presenting fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) consolidating balance sheets of the Parent and of each Co-Issuer setting forth such information separately for the Parent and for each Co-Issuer and related consolidating statements of operations of the Parent and of each Co-Issuer setting forth such information separately for the Parent and each Co-Issuer as of the end of and for such quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or in the case of the balance sheets, as of the end of) the previous fiscal year, all of which shall be certified by the chief financial officer of the Parent as fairly presenting the financial condition and results of operations therein shown in accordance with GAAP consistently applied subject to normal year-end adjustments and the absence of footnotes;

(ii) within 90 days after the end of each fiscal year of the Parent, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or

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exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) consolidating balance sheets setting forth such information separately for the Parent and for each Co-Issuer as of the end of such fiscal year and consolidating statements of operations setting forth such information separately for the Parent and for each Co-Issuer for such fiscal year, such consolidating balance sheet and consolidating statements of operations to be certified by the chief financial officer of the Parent as fairly presenting the financial condition and results of operations of the Parent and each Co-Issuer as of the end of, and for, such fiscal period in accordance with GAAP;

(iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, an Officer’s Certificate of the Parent (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with paragraphs 6C, 6D, 6F, 6H, 6I, 6J, 6K and 6L  and (iii) stating whether any change in the application of GAAP in respect of the audited financial statements referred to in paragraph 8B has occurred and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(iv) concurrently with any delivery of financial statements under clause (ii) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines), and promptly after receipt by the Parent, a copy of each management letter (if prepared) of such accounting firm (together with any response thereto prepared by the Parent);

(v) promptly (a) after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent or any Subsidiary thereof with the Securities and Exchange Commission (or any governmental body or agency succeeding to any or all of the functions of said Commission) or with any national securities exchange, or distributed by the Parent to its shareholders generally, as the case may be; and (b) copies of any documents and information furnished to any other government agency (except if in the ordinary course of business), including the Internal Revenue Service;

(vi) promptly, a copy of any amendment or waiver of any provision of any agreement or instrument referred to in paragraph 6O;

(vii) not later than the time furnished to such Person, a copy of any certificate or notice given by any Credit Party to the Administrative Agent (as such term is defined in the Bank Credit Agreement) and/or the Bank Lenders, or received by any

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Credit Party from the Administrative Agent or any Bank Lender in connection with the Bank Credit Agreement; and

(viii) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of each Credit Party or any Subsidiary thereof, or compliance with the terms of this Agreement, the Shelf Notes or the other Transactions Documents, as Prudential or any holder of Shelf Notes may reasonably request.

5B. Information Required by Rule 144A.  The Parent covenants that it will, upon the request of the holder of any Shelf Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Shelf Notes, except at such times as the Parent is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

5C. Other Information.  Each Obligor covenants that it will deliver to each Significant Holder:

5C(1) Notice of Default or Event of Default  — promptly after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type described in paragraph 7A(iii) of this Agreement, a written notice specifying the nature and period of existence thereof and what actions the Obligors are taking or propose to take with respect thereto;

5C(2) ERISA — the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Credit Party and its Subsidiaries in an aggregate amount exceeding $250,000;

5C(3) Actions, Proceedings  — promptly after the commencement thereof, written notice of the filing or commencement of any action, suit or proceeding by or before any Governmental Authority or arbitration board or tribunal against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and

5C(4) Material Adverse Effect  — prompt written notice of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

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Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer or other executive officer of a Co-Issuer or the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5D. [Intentionally Omitted]

5E. Compliance with Law.

(i) Without limiting paragraph 6P, the Obligors will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including, without limitation, the USA Patriot Act), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(ii) Without limiting the preceding paragraph, each Obligor will, and will cause each of its Subsidiaries to (a) comply in all material respects with, and use reasonable best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws; and (b) conduct and complete (or cause to be conducted and completed) all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and in a timely fashion comply in all material respects with all lawful orders and directives of all governmental authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect.

5F. Insurance and Maintenance of Properties. Each Obligor will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, including, without limitation, insurance against fire, and public liability insurance against such risks and in such amounts, and having such deductible amounts as are customary, with companies in the same or similar businesses and which is no less than may be required by law.

5G. [Intentionally Omitted]

5H. Payment of Taxes and Claims. Each Obligor will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Obligor or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) the failure to make payment pending such contest could not

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reasonably be expected to result in a Material Adverse Effect, and (d) the same shall be paid or discharged or fully and adequately bonded before it might become a Lien upon any property or asset of such Obligor or Subsidiary.

5I. Corporate Existence, Etc.  Each Obligor will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under paragraph 6B.

5J. Books and Records; Inspection.  Each Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by the Security Trustee and any holder of Notes, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, and to verify the status of any Collateral, all at such reasonable times and as often as reasonably requested.

5K. Subsidiary Guaranty; Security Documents.  If any Person (a) after the Effective Date becomes (whether upon its formation, by acquisition of stock or other interests therein, or otherwise) a Subsidiary of any Credit Party (a “New Subsidiary”), (b) that was an Inactive Subsidiary of a Credit Party ceases to be an Inactive Subsidiary of a Credit Party but continues to be a Subsidiary thereof, or (c) any Person becomes directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise) all or any part of the Indebtedness under, or in respect of, the Bank Credit Agreement, the Obligors shall promptly (i) cause such New Subsidiary, formerly Inactive Subsidiary or other Person to become a Subsidiary Guarantor pursuant to an instrument in form, scope, and substance satisfactory to the Required Holders, (ii) deliver or cause to be delivered, or assign, to the Security Trustee (x) subject to the Lien in favor of the Security Trustee under the Pledge Agreement, the certificates representing shares of stock or other interests of the New Subsidiary, formerly Inactive Subsidiary or other Person owned by an Obligor (or Subsidiary thereof), together with appropriate instruments of transfer required under the Pledge Agreement, and (y) an amendment to the Pledge Agreement, reflecting the foregoing in the form thereof prescribed under the Pledge Agreement; and (iii) cause such New Subsidiary, formerly Inactive Subsidiary or other Person to become a party to the Pledge Agreement (and any other documents required to be executed in connection therewith) pursuant to one or more instruments or agreements satisfactory in form and substance to the Security Trustee, the effect of which shall be to secure all amounts owing hereunder and in respect of the Shelf Notes by a first priority Lien on and security interest in (which Lien and security interest may be pari passu with a like Lien and security interest in favor of the Collateral Agent on behalf of the Bank Lenders) the Capital Stock of such New Subsidiary, formerly Inactive Subsidiary or other Person, provided, however, that in any event, prior to the time that any New Subsidiary, formerly Inactive Subsidiary or other Person receives the proceeds of, or makes, any loan or advance or other extension of credit, from or to, or otherwise becomes the obligor or obligee in respect of any Indebtedness of, any Obligor or Subsidiary thereof, the

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Obligors shall (A) cause to be taken, in respect of any such obligor, the actions referred to in the preceding clauses (i), (ii), and (iii), and (B) in the case of any such obligee, cause such obligee to become a party to the Subordination Agreement pursuant to one or more instruments or agreements satisfactory in form and substance to the Required Holders. Notwithstanding the foregoing, LCC shall not be required to become a Subsidiary Guarantor and not more than sixty percent (60%) of its stock shall be required to be pledged to the Security Trustee as Collateral so long as (i) (x) LCC shall not be a guarantor of any of the Indebtedness owing in respect of the Bank Credit Agreement or of any other obligation of another Credit Party and (y) not more than sixty percent (60%) of its Capital Stock shall have been pledged as collateral for any of the Indebtedness owing in respect of the Bank Credit Agreement or any other obligation of any other Credit Party, and (ii) Treas. Reg. Sec. 1.956-2(c) would require inclusion of the earnings and profits of LCC in the earnings of Lippert Components for United States income tax purposes if LCC were a Subsidiary Guarantor or if a percentage equal to or greater than 66-2/3 percent (66-2/3%) of its outstanding Capital Stock were pledged as collateral for any obligation of the Obligors.

5L. Further Assurances.  Each Obligor will, and will cause its Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing Uniform Commercial Code and other financing statements and the establishment of and deposit of Collateral into custody accounts) that may be required under applicable law, or that the Required Holders or the Security Trustee may request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Pledge Agreement, it being understood that it is the intent of the parties that the Indebtedness owing hereunder and under the Shelf Notes shall be secured by, among other things, all the interests of each Obligor in each Subsidiary or Affiliate and of each Subsidiary Guarantor in each Subsidiary or Affiliate, including any such interests acquired subsequent to the Effective Date. Such security interests and Liens will be created under the Pledge Agreement and other security agreements, and other instruments and documents in form and substance satisfactory to the Required Holders, and the Obligors shall deliver or cause to be delivered to the holders of the Shelf Notes all such instruments and documents (including legal opinions in substantially the forms of Exhibit H-1 and Exhibit H-2, respectively, and lien searches) as the Required Holders shall reasonably request to evidence compliance with this paragraph 5L. The Obligors agree to provide such evidence as the Required Holders shall reasonably request as to the perfection and priority status of each such security interest and Lien (which Lien and security interest may be coordinate with a like Lien in favor of the Collateral Agent for the benefit of the Bank Lenders).

5M. Succession Plan.  The Parent shall at all times have and keep in effect a succession plan for its principal officers which has been approved by its board of directors (the “Succession Plan”) and shall furnish to each Significant Holder upon request from time to time a copy of the same, provided that such plan shall be kept confidential by each such Significant Holder.

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6. NEGATIVE COVENANTS.  During the Issuance Period and so long thereafter as any Shelf Note or other amount due hereunder is outstanding and unpaid, each Obligor covenants as follows:

6A. Transactions with Affiliates.  Except as set forth on Schedule 6A hereto, each Obligor will not, and will not permit any of its Subsidiaries to, enter into, directly or indirectly, any transaction or Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than a Credit Party or a Wholly-Owned Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of such Obligor’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to such Obligor or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

6B. Merger, Consolidation, Etc.  No Obligor will, nor will it permit any of its Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: 

(i)            (a) such merger, consolidation, conveyance, transfer or lease is with or to another Credit Party, provided that no Obligor may sell, convey, lease or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it except as permitted by clause (b) of this paragraph 6B(i); or (b) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of any Obligor or any Subsidiary of any Obligor, as the case may be (the “Successor Corporation”), shall be a solvent corporation organized and existing under the laws of the United States of America or any State thereof (including the District of Columbia), and if such transaction involves any Credit Party and such Credit Party is not the Successor Corporation (x) such Successor Corporation shall have executed and delivered to each holder of Shelf Notes its assumption of the due and punctual performance and observance of each covenant and condition of each Transaction Document to which such Credit Party is a party, and (y) shall have caused to be delivered to each holder of Shelf Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(ii)           immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and

(iii)          immediately prior to such transaction and after giving effect thereto, each Co-Issuer (or any Successor Corporation pursuant to paragraph 6B(i)(b)) would be permitted by the provisions of paragraph 6D(vii) hereof to incur at least $1.00 of additional Indebtedness.

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No such conveyance, transfer or lease of substantially all of the assets of any Obligor or any Subsidiary thereof shall have the effect of releasing such Obligor or such Subsidiary or any Successor Corporation that shall theretofore have become such in the manner prescribed in this paragraph 6B from its liability under this Agreement, the Shelf Notes or the other Transaction Documents to which it is a party.

6C. Liens.  The Obligors will not, and will not permit any of their respective Subsidiaries to, incur, assume or suffer to exist any Lien upon any of its assets now or hereafter owned, or upon the income or profits thereof, other than Permitted Liens. In any case wherein any such assets are subjected or become subject to a Lien in violation of this paragraph 6C, the Obligors will make or cause to be made provision whereby the Shelf Notes will be secured equally and ratably with all obligations secured by such Lien, and in any case the Shelf Notes shall have the benefit, to the full extent that, and with such priority as the holders of Shelf Notes may be entitled under applicable law, of an equitable Lien on such assets; provided, however, that any Lien created, incurred or suffered to exist in violation of this paragraph 6C shall constitute an Event of Default hereunder, whether or not any such provision is made for an equal and ratable Lien pursuant to this paragraph 6C. In no event shall a Lien be granted by any Obligor or any of their respective Subsidiaries in respect of any of its property to or for the benefit of any of the Bank Lenders, unless concurrently therewith a Lien of equal priority (and on the same property) is granted to, or for the benefit of, the holders of the Shelf Notes.

6D. Limitations on Indebtedness.  The Obligors will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Indebtedness, except:

(i)            Indebtedness created hereunder or under the other Transaction Documents;

(ii)           Indebtedness of a Credit Party in respect of amounts outstanding (including all amounts due, contingently or otherwise, in respect of reimbursement obligations under letters of credit or similar instruments and all related reimbursement agreements) under the Bank Credit Documents, not in excess of the result of (x) $60,000,000 (subject to further increase of up to $30,000,000 pursuant to Section 2.06A of the Credit Agreement so long as no Event of Default is continuing at the time of any such increase), minus (y) the aggregate amount of any permanent reductions in the principal amount of the commitments under the revolving credit facility established thereunder;

(iii)          Indebtedness existing on the Effective Date and set forth in Schedule 6D;

(iv)          All renewals, extensions, substitutions, refinancings, or replacements of any Indebtedness described in clause (iii) above, in an amount not to exceed the amount so refinanced, provided that the terms, covenants and restrictions in respect of such renewals, extensions, substitutions, refundings or replacements are not

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more materially onerous than the existing terms, covenants and restrictions of such Indebtedness;

(v)           the Interest Rate Hedging Exposure Amount, provided such amount does not at any time exceed $2,000,000 in the aggregate;

(vi)          Indebtedness of one Credit Party to another Credit Party (other than the Parent); provided that (a) there is adequate consideration for such Indebtedness and there is evidence of such Indebtedness on each Credit Party’s books, (b) all of the outstanding Capital Stock of each such Credit Party shall be owned 100% directly or indirectly by the Parent and a Co-Issuer, (c) each such Credit Party to or by whom such Indebtedness is owned, or who owns (directly or indirectly) any such Capital Stock, shall be a party to (1) the Subordination Agreement, (2) if such Credit Party is a Pledgor, the Pledge Agreement, and (3) if such Credit Party is a Subsidiary, the Subsidiary Guaranty, (d) such Indebtedness shall at all times be subject to the provisions of the Subordination Agreement as “Subordinated Debt” (as defined in the Subordination Agreement), and (e) such Indebtedness shall not be assigned or transferred by the obligee thereof to any Person other than another Credit Party (and only so long as, after giving effect to such assignment or transfer all the conditions of this proviso are met); and

(vii)         to the extent not included above in this paragraph 6D, other Indebtedness incurred by any Obligor or any of their respective Subsidiaries; provided that, at the time of the incurrence thereof and after giving effect thereto and to the application of the proceeds thereof, Consolidated Indebtedness shall not exceed 55% of Consolidated Total Capitalization.

6E. Restrictive Agreements.  The Obligors will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of such Obligor or any such Subsidiary, (i) to create, incur or permit to exist any Lien upon any of its property or assets or revenues, whether now or hereafter acquired, (ii) to pay dividends or make other distributions to any Obligor with respect to any shares of its Capital Stock, (iii) to pay any Indebtedness owed to any Obligor, (iv) to make or permit to exist loans or advances to any Obligor, or (v) to sell transfer, lease or otherwise dispose of any of its properties or assets to any Obligor; provided that (x) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or the Bank Credit Agreement, and (y) such Obligor or Subsidiary may enter into such an agreement in connection with any Permitted Lien, so long as such prohibition or limitation is by its terms effective only against the property, assets or revenues subject to such Permitted Lien.

6F. Limitation on Subsidiary Indebtedness and Issuance of Preferred Stock.

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No Obligor will permit any of its Subsidiaries (other than the Co-Issuers) to, at any time, directly or indirectly, incur, create, assume, guarantee or become or be liable in any manner with respect to any Indebtedness or issue any Preferred Stock except:

(i)            Indebtedness of any such Subsidiary outstanding on the Effective Date and set forth on Schedule 6F or any refinancing, extension, renewal or refunding of any such Indebtedness in an amount not to exceed the amount of such Indebtedness immediately prior to the effectiveness of such refinancing, extension, renewal or refunding; provided that the terms, covenants and restrictions in respect of such refinancing, extension, renewal or refunding are not materially more onerous than the existing terms, covenants and restrictions of such Indebtedness;

(ii)           Indebtedness of any such Subsidiary in respect of Guarantees delivered pursuant to the Bank Credit Agreement; provided that such Subsidiary has executed the Subsidiary Guaranty on the Effective Date or in accordance with the terms of paragraph 5K;

(iii)          Preferred Stock of any such Subsidiary issued on or prior to the Effective Date;

(iv)          Indebtedness of, or Preferred Stock issued by, any such Subsidiary to (or in favor of) a Co-Issuer or a Subsidiary of a Co-Issuer, so long as such Indebtedness is permitted pursuant to paragraph 6D(vi) hereof;

(v)           other Indebtedness or Preferred Stock of any such Subsidiary, provided that such Indebtedness and Preferred Stock together with the aggregate amount of outstanding Indebtedness and the aggregate liquidation value of Preferred Stock of such Subsidiary previously incurred and outstanding under this paragraph 6F (other than Indebtedness incurred under clause (ii) hereof), does not at any time exceed 25% of Consolidated Net Worth determined as of the end of the fiscal quarter of the Parent then most recently ended; and provided, further, that the aggregate Indebtedness of all Subsidiaries of the Obligors not secured by Liens does not at any time exceed 15% of Consolidated Net Worth determined as of the end of the fiscal quarter of the Parent then most recently ended.

6G. Limitation on Restricted Payments.  No Obligor will, nor will it permit any of its Subsidiaries to, directly or indirectly, declare, make or pay, or agree to declare, make or pay or incur any liability to make or pay, or cause or permit to be declared, made or paid, or set aside any sum or property to declare, make or pay any Restricted Payment, unless immediately before and after giving effect to such Restricted Payment the following conditions are satisfied:

(i)            no Default of Event of Default has occurred and is continuing; and

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(ii)           the Parent could incur at least $1.00 of additional Indebtedness pursuant to paragraph 6D(vii) hereof.

6H. Sale of Assets. Subject to the provisions of paragraph 6B hereof, no Obligor will, nor will it permit any of its Subsidiaries to, directly or indirectly, in a single transaction or a series of transactions, sell, lease, transfer, abandon or otherwise dispose of, or suffer to be sold, leased, transferred, abandoned or otherwise disposed of (collectively, “Transfer”), assets (i) aggregating in excess of 10% of Consolidated Total Assets (determined as of the end of the fiscal quarter most recently ended as of the date of such Transfer) in any fiscal year, or (ii) aggregating in excess of 40% of Consolidated Total Assets (determined as of the Effective Date) when combined with all other Transfers of assets since the Effective Date, except that:

(i)            any Credit Party or any of its Subsidiaries may Transfer its assets to any Credit Party or any other Wholly-Owned Subsidiary of any Obligor;

(ii)           any Credit Party or any of its Subsidiaries may Transfer its assets in excess of the limitations set forth above (such assets collectively the “Excess Assets”) only if the proceeds of such sales of Excess Assets are used to purchase other property of a similar nature of at least equivalent value (such property the “Excess Replacement Assets”) within one year of such sale, provided, however, that there shall be no Lien on any of the Excess Replacement Assets; and

(iii)          any Credit Party or any of its Subsidiaries may Transfer its assets in the ordinary course of business (including the disposal of obsolete assets not used or useful in such Credit Party’s business).

6I. Limitation on Priority Debt.  Notwithstanding anything set forth in the definition of Permitted Liens or paragraph 6F, the Obligors will not permit Priority Debt to exceed (a) at any time on or prior to December 31, 2005, 33% of Consolidated Net Worth determined as of the last day of the most recently ended fiscal quarter of the Parent, and (b) at any time after December 31, 2005, 30% of Consolidated Net Worth determined as of the last day of the most recently ended fiscal quarter of the Parent.

6J. Minimum Consolidated Tangible Net Worth.  The Obligors will not permit Consolidated Tangible Net Worth at the end of any fiscal quarter of the Parent commencing with the fiscal quarter ended December 31, 2004 to be less than Ninety Million Dollars ($90,000,000), plus fifty (50%) percent of the Consolidated Net Income for each fiscal quarter of the Parent (but taking into account the Consolidated Net Income for a fiscal quarter only if it is a positive number) ending after December 31, 2004 through and including the then most recently ended fiscal quarter for which Consolidated Tangible Net Worth is to be calculated.

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6K. Leverage Ratio.  The Obligors will not permit the Leverage Ratio, calculated as of the end of each fiscal quarter of the Parent ending on or after the Effective Date, to be greater than 2.50:1.00.

6L. Minimum Debt Service Ratio.  The Obligors will not permit the Minimum Debt Service Ratio, calculated as of the end of each fiscal quarter of the Parent ending on or after the Effective Date, to be less than (i) for each fiscal quarter of the Parent ending on or before December 31, 2005, 1.50:1.00, and (ii) for each fiscal quarter of the Parent ending thereafter, 1.75:1.00.

6M. Limitation on Investments.  No Obligor will, nor will it permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger) any Capital Stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee (except pursuant to this Agreement or the Bank Credit Agreement) any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except Permitted Loans and Investments.

6N. Hedging Agreements.  No Obligor will, nor will it permit any of its Subsidiaries to, enter into any Hedging Agreement for purposes of speculation or investment, or otherwise outside of the ordinary course of the business of such Obligor or Subsidiary, as the case may be.

6O. Amendment of Certain Documents.  No Obligor will, nor will it permit any of its Subsidiaries to:

(i) terminate, amend, waive or modify its Certificate of Incorporation or By-Laws, or Certificate of Limited Partnership, Certificate of Formation, Agreement of Limited Partnership, or Operating Agreement as the case may be, except for amendments, modifications or waivers that are not adverse in any respect to the holders of the Shelf Notes, or

(ii) amend in any material respect the Bank Credit Agreement or any of the other Bank Credit Documents entered into in connection therewith without the prior written consent of the Required Holders (it being understood that, without limiting the generality of the foregoing, any increase in the aggregate amount of the commitments under the Bank Credit Agreement (including, without limitation, any increase in such commitments pursuant to Section 2.06A thereof) at any time when an Event of Default has occurred and is continuing shall be deemed to be a material amendment).

6P. Terrorism Sanctions Regulations.  The Obligors will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the

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Anti-Terrorism Order or (b) knowingly engage in any dealings or transactions with any such Person.

7. EVENTS OF DEFAULT.

7A. Acceleration.  If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i)  the Co-Issuers default in the payment of any principal of, or Yield- Maintenance Amount payable with respect to, any Shelf Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii)  the Co-Issuers default in the payment of any interest on any Shelf Note or any other amount due under this Agreement when the same shall become due; or

(iii)  any Credit Party or any Subsidiary of any Credit Party defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on any other Indebtedness beyond any period of grace provided with respect thereto, or any Credit Party or any Subsidiary of any Credit Party fails to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due (or to be repurchased by any Credit Party or any Subsidiary of any Credit Party) prior to any stated maturity, provided that the aggregate amount of all obligations as to which such a payment default shall occur and be continuing or such a failure or other event causing or permitting acceleration (or resale to any Credit Party or any Subsidiary of any Credit Party) shall occur and be continuing exceeds at least $3,000,000 individually or $5,000,000 in the aggregate, provided, further, that for purposes of this paragraph 7A(iii), the principal amount of the Indebtedness of any Credit Party or any Subsidiary of any Credit Party in respect of any Hedging Agreements at any time shall be treated as Indebtedness in an amount equal to the maximum aggregate amount (giving effect to any netting agreements) that any such Person would be required to pay if such Hedging Agreement were terminated at such time; or

(iv)  any representation or warranty made by any Credit Party herein or in any of the other Transaction Documents, or by any Credit Party or any of their respective officers in any writing furnished in connection with or pursuant to this Agreement or any of the other Transaction Documents shall be false in any material respect on the date as of which made; or

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(v)  any Obligor fails to perform or observe any agreement contained in paragraph 5 or paragraph 6; or

(vi)  any Credit Party fails to perform or observe any other agreement, term or condition contained herein or in any of the other Transaction Documents, and such failure shall not be remedied within 30 days after any Responsible Officer obtains actual knowledge thereof; or

(vii)  any Credit Party or any of their respective Subsidiaries makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

(viii)  any decree or order for relief in respect of any Credit Party or any of their respective Subsidiaries is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or

(ix)  any Credit Party or any of their respective Subsidiaries petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of such Credit Party or such Subsidiary, or of any substantial part of the assets of any such Person, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Subsidiary) relating to any Credit Party or any of their respective Subsidiaries under the Bankruptcy Law of any other jurisdiction; or

(x)  any such petition or application is filed, or any such proceedings are commenced, against any Credit Party or any of their respective Subsidiaries and such Credit Party or such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 30 days; or

(xi)  any order, judgment or decree is entered in any proceedings against any Credit Party or any Subsidiary of any Credit Party decreeing the dissolution of such Credit Party or Subsidiary and such order, judgment or decree remains unstayed and in effect for more than 60 days: or

(xii)  any order, judgment or decree is entered in any proceedings against any Credit Party or any of their respective Subsidiaries decreeing a split-up of such Credit Party or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial

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part, of the consolidated assets of any Credit Party and its Subsidiaries (determined in accordance with generally accepted accounting principles) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of any Credit Party and its Subsidiaries (determined in accordance with generally accepted accounting principles) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xiii)  one or more final judgments in an aggregate amount in excess of $100,000 is rendered against any Credit Party or any of their respective Subsidiaries and, within 30 days after entry thereof, any such judgment is not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, such judgment is not discharged;

(xiv)        (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Credit Party, any Subsidiary of any Credit Party or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $1,000,000, (D) any Credit Party, any Subsidiary of any Credit Party or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) any Credit Party or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) any Credit Party or any Subsidiary of any Credit Party establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would materially increase the liability of any Credit Party or any Subsidiary of any Credit Party thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to (x) result in liability of any Credit Party in any aggregate amount exceeding $150,000 in any year or $350,000 for all periods or (y) have a Material Adverse Effect;

(xv)  any Subsidiary or the Parent shall fail to observe or perform in any material respect any covenant, condition or agreement contained in the Parent Guaranty or the Subsidiary Guaranty;

(xvi)  the Pledge Agreement shall, for any reason, be terminated, cease to be in full force and effect or cease to create a valid, perfected, first priority security interest in the Collateral described in the Pledge Agreement or any party having granted any such

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security interests (or any successor thereto or representative thereof) shall make any claim or assertion to such effect, or any Credit Party (or any successor thereto or representative thereof) shall claim or assert that this Agreement, the Parent Guaranty, the Subsidiary Guaranty, the Pledge Agreement or any right or remedy of any holder of Shelf Notes hereunder or thereunder shall not be enforceable in accordance with its terms;

(xvii)  any of the Transaction Documents shall cease for any reason to be in full force and effect or any party thereto (other than the Security Trustee or any holder from time to time of a Shelf Note) shall purport to disavow its obligations thereunder, shall declare that it does not have any further obligation thereunder or shall contest the validity or enforceability thereof; or

(xviii)  a Change in Control shall occur;

then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, any holder of any Shelf Note may at its option during the continuance of such Event of Default, by notice in writing to the Co-Issuers, terminate the Facility and/or declare all of the Shelf Notes held by such holder to be, and all of the Shelf Notes held by such holder shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, payable with respect to such Shelf Notes, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Co-Issuers, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the Co-Issuers, the Facility shall automatically terminate and all of the Shelf Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, payable with respect to each Shelf Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Co-Issuers, and (c) with respect to any event constituting an Event of Default (including an Event of Default described in clauses (i) and (ii) of this paragraph 7A), the Required Holder(s) of the Shelf Notes of any Series may at its or their option during the continuance of such Event of Default, by notice in writing to the Co-Issuers, terminate the Facility and/or declare all of the Shelf Notes of such Series to be, and all of the Shelf Notes of such Series shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Shelf Note of such Series, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Co-Issuers.

7B. Rescission of Acceleration.  At any time after any or all of the Shelf Notes of any Series shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Shelf Notes of such Series may, by notice in writing to the Co-Issuers, rescind and annul such declaration and its consequences if (i) the Co-Issuers shall have paid all overdue interest on the Shelf Notes of such Series, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Shelf Notes of such Series which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Shelf Notes of

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such Series, (ii) the Co-Issuers shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 13C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Shelf Notes of such Series or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission.  Whenever any Shelf Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Co-Issuers shall forthwith give written notice thereof to the holder of each Shelf Note of each Series at the time outstanding.

7D. Other Remedies.  If any Event of Default or Default shall occur and be continuing, the holder of any Shelf Note may proceed to protect and enforce its rights under this Agreement and such Shelf Note and the other Transaction Documents by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or any other Transaction Document or in aid of the exercise of any power granted in this Agreement or any other Transaction Document. No remedy conferred in this Agreement or any other Transaction Document upon the holder of any Shelf Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein, in any other Transaction Document or now or hereafter existing at law or in equity or by statute or otherwise.

8. REPRESENTATIONS, COVENANTS AND WARRANTIES. Each Co-Issuer hereby represents, covenants and warrants as follows (all references to “Subsidiary” and “Subsidiaries” in this paragraph 8 shall be deemed omitted if the Co-Issuers have no Subsidiaries at the time the representations herein are made or repeated):

8A. Organization.  Each Obligor is a corporation duly organized and existing in good standing under the laws of its jurisdiction of organization, each other Credit Party is duly organized and existing in good standing under the laws of the jurisdiction in which it is formed, and each Credit Party has the power to own its respective property and to carry on its respective business as now being conducted.

8B. Financial Statements.  

(i)The Obligors have heretofore furnished to Prudential (i) a consolidated balance sheet and statements of income, stockholders equity and cash flows of the Parent and its Subsidiaries as of and for the fiscal year ended December 31, 2003, reported on by KPMG LLP, independent public accountants, and (ii) consolidating balance sheets of the Parent and its Subsidiaries setting forth such information separately for the Parent and each Subsidiary thereof and related consolidating statements of operations for the Parent and its Subsidiaries setting forth such information separately for the Parent and each

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Subsidiary thereof as of and for the fiscal year ending December 31, 2003, and including in comparative form the figures for the preceding fiscal year, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and of its Subsidiaries as of such dates and for such periods in accordance with GAAP.

(ii) Since December 31, 2003, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of any Credit Party. Except as disclosed on Schedule 8B annexed hereto and as complete and correct as of the Effective Date, the Credit Parties have no liabilities, contingent or otherwise, not disclosed on the financial statements referred to in paragraph 8B(i), other than in respect of goods and services arising in the ordinary course of business.

8C. Actions Pending.  Except as disclosed on Schedule 8C annexed hereto, there is no action, suit, investigation or proceeding pending or, to the knowledge of the Obligors, threatened against any of the Credit Parties or any of their respective Subsidiaries, or any properties or rights such Persons, by or before any court, arbitrator or administrative or governmental body which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

8D. Outstanding Indebtedness.  None of the Credit Parties, nor any of their respective Subsidiaries, has outstanding any Indebtedness except as permitted by paragraphs 6D, 6F and 6I. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

8E. Title to Properties.  

(i)           Each Credit Party and its Subsidiaries has good and marketable title (free of Liens except such as are set forth on Schedule 6C annexed hereto (which is complete and correct as of the Effective Date) or are otherwise Permitted Liens) to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. No Credit Party is a party to any contract, agreement, lease or instrument (other than the Transaction Documents) the performance of which, either unconditionally or upon the happening of any event, will result in or require the creation of a Lien (except in favor of the Security Trustee) on any of its property or assets (now owned or hereafter acquired) or otherwise result in a violation of any Transaction Documents.

(ii)          Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by such Credit Party and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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8F. Taxes.  Each Credit Party has and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes (i) the amount of which, in the aggregate, is not Material, or (ii) that are being contested in good faith by appropriate proceedings and for which such Credit Party or such Subsidiary, as applicable, has set aside on its books adequate reserves.

8G. Conflicting Agreements and Other Matters. Neither the Credit Parties nor any of their respective Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which could reasonably be expected to result in a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Shelf Notes or any other Transaction Document, nor the offering, issuance and sale of the Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Shelf Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of any Credit Party or any of their respective Subsidiaries pursuant to, the charter or by-laws of any such Person, any award of any arbitrator or any agreement (including any agreement with stockholders of such Person), instrument, order, judgment, decree, statute, law, rule or regulation to which the Co-Issuers or any of their respective Subsidiaries is subject. Neither the Credit Parties nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Person of the type to be evidenced by the Shelf Notes or created by the Subsidiary Guaranty except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Co-Issuers to Prudential).

8H. Offering of Shelf Notes.  Neither the Co-Issuers nor any agent acting on its behalf has, directly or indirectly, offered the Shelf Notes or any similar security of the Co-Issuers for sale to, or solicited any offers to buy the Shelf Notes or any similar security of the Co-Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than Prudential Affiliates and not more than 20 other institutional investors, and neither the Co-Issuers nor any agent acting on its behalf has taken or will take any action which would subject the offer, issuance or sale of the Shelf Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

8I. Use of Proceeds.  The proceeds of the Shelf Notes will be used to repay certain existing Indebtedness of the Co-Issuers and for other general corporate purposes. None of the proceeds of the sale of any Shelf Notes will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any “margin stock” as defined in Regulation U (12 CFR Part 207) of the Board of Governors of the Federal Reserve System (herein called “margin stock”) or for the purpose of maintaining, reducing or retiring any Indebtedness which was originally incurred to purchase or carry any stock that is then currently a margin stock or for any other purpose which might constitute the purchase of such

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 Shelf Notes a “purpose credit” within the meaning of such Regulation U. Neither the Obligors nor any agent acting on their behalf has taken or will take any action which might cause this Agreement or the Shelf Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect. Margin stock does not constitute more than 5% of the value of the consolidated assets of the Parent and its Subsidiaries, and the Parent does not have any present intention that margin stock will constitute more than 5% of the value of such assets.

8J. ERISA.  No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Credit Parties, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Credit Parties, any Subsidiary, any of their respective Subsidiaries or any ERISA Affiliate which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Credit Parties, any Subsidiary and their respective Subsidiaries taken as a whole. Neither the Credit Parties, any of their respective Subsidiaries nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Credit Parties and their respective Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Shelf Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Obligors in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation of each Purchaser in paragraph 9B as to the source of funds to be used by it to purchase any Shelf Notes.

8K. Governmental Consent.  Neither the nature of the Credit Parties or of any of their Subsidiaries, nor any of their respective businesses or properties, nor any relationship between any of the Credit Parties or any of their respective Subsidiaries and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Shelf Notes or the use of the proceeds thereof is such as to require any authorization, consent, approval, exemption or any action by or notice to or filing with any court or administrative or governmental body (other than the filing of UCC financing statements) in connection with the execution and delivery of this Agreement and the other Transaction Documents, the offering, issuance, sale or delivery of the Shelf Notes or fulfillment of or compliance with the terms and provisions hereof or of any other Transaction Document.

8L. Compliance With Laws.  The Credit Parties and their respective Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all foreign, federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including without

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limitation, all Environmental Laws, except, in any such case, where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

8M. Disclosure.  Neither this Agreement or any of the other Transaction Documents nor any other document, certificate or statement furnished to any Purchaser by or on behalf of any Credit Party or any of their respective Subsidiaries in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact peculiar to the any Credit Party or any of their respective Subsidiaries which could reasonably be expected to result in a Material Adverse Effect and which has not been set forth in this Agreement. The financial projections delivered by the Parent to Prudential are reasonable on the date delivered based on the assumptions contained therein and the best information available to the Obligors.

8N. Hostile Tender Offers.  None of the proceeds of the sale of any Shelf Notes will be used to finance a Hostile Tender Offer.

8O. Investment Company Act.  Neither any of the Credit Parties nor any of their respective Subsidiaries is an “investments company” or a company “controlled” by an “investment company” required to register within the meaning of the Investment Company Act of 1940, as amended.

8P. Public Utility Holding Company Act.  Neither the Credit Parties nor any of their respective Subsidiaries is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

8Q. Foreign Assets Control Regulations, etc.

(i)            Neither the sale of the Shelf Notes by the Co-Issuers hereunder nor their use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(ii)           Neither the Co-Issuers nor any of their respective Subsidiaries (a) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) knowingly engages in any dealings or transactions with any such Person. The Parent and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(iii)          No part of the proceeds from the sale of the Shelf Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any

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improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Co-Issuers.

9. REPRESENTATIONS OF THE PURCHASERS.

Each Purchaser represents as follows:

9A. Nature of Purchase.  Such Purchaser represents it is purchasing the Shelf Notes purchased by it hereunder for investment for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds (or commingled pension trust funds) and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser’s property shall at all times be and remain within its control. Each Purchaser understands that the Shelf Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under such circumstances where neither such registration nor such an exemption is required by law, and that neither of the Co-Issuers is required to register any of the Shelf Notes.

9B. Source of Funds.  At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Shelf Notes to be purchased by such Purchaser hereunder:

                (i)            the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

                (ii)           the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

                (iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Co-Issuers in

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writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

                (iv)          the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Co-Issuers and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Co-Issuers in writing pursuant to this clause (iv); or

                (v)           the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Co-Issuers and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Co-Issuers in writing pursuant to this clause (v); or

(vi)          the Source is a governmental plan; or

(vii)         the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Co-Issuers in writing pursuant to this clause (vii); or

(viii)        the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

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10. DEFINITIONS; ACCOUNTING MATTERS.  For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

10A. Yield-Maintenance Terms.

“Called Principal” shall mean, with respect to any Shelf Note, the principal of such Shelf Note that is to be prepaid pursuant to paragraph 4B or paragraph 4C or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Designated Spread” shall mean 0.50% in the case of each Shelf Note of any Series unless the Confirmation of Acceptance with respect to the Shelf Notes of such Series specifies a different Designated Spread in which case it shall mean, with respect to each Shelf Note of such Series, the Designated Spread so specified.

“Discounted Value” shall mean, with respect to the Called Principal of any Shelf Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on such Shelf Note is payable, if payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

                                “Reinvestment Yield” shall mean, with respect to the Called Principal of any Shelf Note, the Designated Spread over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date on the display designated as “Page PX1” on Bloomberg Financial Markets (or, if Bloomberg Financial Markets shall cease to report such yields in Page PX1 or shall cease to be Prudential’s customary source of information for calculating yield-maintenance amounts on privately placed notes, then such source as is then Prudential’s customary source of such information), or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (ii) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15(519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Shelf Note.

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“Remaining Average Life” shall mean, with respect to the Called Principal of any Shelf Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Shelf Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

“Settlement Date” shall mean, with respect to the Called Principal of any Shelf Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or paragraph 4C or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Yield-Maintenance Amount” shall mean, with respect to any Shelf Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Shelf Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

“Acceptance” shall have the meaning specified in paragraph 2E.

“Acceptance Day” shall have the meaning specified in paragraph 2E.

“Acceptance Window” shall have the meaning specified in paragraph 2E.

“Accepted Note” shall have the meaning specified in paragraph 2E.

“Affiliate” shall mean, at any time, and with respect to any Person, (i) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (ii) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Parent or any Subsidiary or any corporation of which the Parent and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Parent.

                                “Agreement, this” shall have the meaning specified in paragraph 13C.

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                                “Anti-Terrorism Order” shall mean United States Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.

“Authorized Officer” shall mean (i) in the case of the Obligors, each Obligor’s chief executive officer, its chief financial officer, its treasurer, any vice president of such Obligors designated as an “Authorized Officer” of the Obligor in the Information Schedule attached hereto or any vice president of such Obligor designated as an “Authorized Officer” of such Obligor for the purpose of this Agreement in an Officer’s Certificate executed by such Obligor’s chief executive officer or chief financial officer and delivered to Prudential, and (ii) in the case of Prudential, any officer of Prudential designated as its “Authorized Officer” in the Information Schedule or any officer of Prudential designated as its “Authorized Officer” for the purpose of this Agreement in a certificate executed by one of its Authorized Officers. Any action taken under this Agreement on behalf of any Obligor by any individual who on or after the date of this Agreement shall have been an Authorized Officer of such Obligor and whom Prudential in good faith believes to be an Authorized Officer of such Obligor at the time of such action shall be binding on such Obligor even though such individual shall have ceased to be an Authorized Officer of such Obligor, and any action taken under this Agreement on behalf of Prudential by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Prudential and whom the Obligors in good faith believe to be an Authorized Officer of Prudential at the time of such action shall be binding on Prudential even though such individual shall have ceased to be an Authorized Officer of Prudential.

“Available Facility Amount” shall have the meaning specified in paragraph 2A.

“Bank Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of the Effective Date, by and among Kinro, Lippert Components, the Bank Lenders and JPMorgan Chase Bank, N.A., as administrative agent for the Bank Lenders, or any renewal, refinancing, refunding or replacement thereof, as any of the foregoing may be amended, restated or otherwise modified from time to time.

“Bank Credit Documents” shall mean the Bank Credit Agreement, the revolving credit notes issued thereunder and each document, agreement or instrument executed in connection therewith or related thereto.

“Bank Lenders” shall mean the lenders from time to time party to the Bank Credit Agreement.

“Bankruptcy Law” shall have the meaning specified in clause (viii) of paragraph 7A.

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“Business Day” shall mean any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial banks in New York City are required or authorized to be closed and (iii) for purposes of paragraph 2C hereof only, a day on which Prudential is not open for business.

“Cancellation Date” shall have the meaning specified in paragraph 2H(3).

“Cancellation Fee” shall have the meaning specified in paragraph 2H(3).

“Capital Expenditures” shall mean, for any period, the sum of all amounts that would, in accordance with GAAP, be included as capital expenditures on a consolidated statement of cash flows for the Parent and its consolidated Subsidiaries during such period (including the amount of assets leased under any Capital Lease Obligation), less the net proceeds received by such Persons during such period from sales of fixed tangible assets as reflected on the consolidated statement of cash flows for that period.

“Capital Stock” shall mean, with respect to any Person, any class of preferred, common or other capital stock, share capital or similar equity interest of such Person, including limited or general partnership interests in a partnership and units or membership interests in a limited liability company.

“Capitalized Lease Obligation” shall mean any rental obligation which, under GAAP, is or will be required to be capitalized on the books of the Parent or any Subsidiary, taken at the amount thereof accounted for as indebtedness (net of interest expenses) in accordance with GAAP.

“Change in Control” shall mean (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent; (b) occupation after the Effective Date of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated; (c) the acquisition after the Effective Date of direct or indirect Control of the Parent by any Person or group; or (d) the ownership after the Effective Date by any Person other than the Parent of any Equity Interests of any Co-Issuer, or the ownership by any Person other than a Co-Issuer, or the Subsidiary of a Co-Issuer that is the owner thereof as of the Effective Date (or such later date on which such Subsidiary Guarantor becomes a Subsidiary Guarantor pursuant to the terms of this Agreement), of any Equity Interests of any Subsidiary Guarantor.

“Closing Day” shall mean with respect to any Accepted Note, the Business Day specified for the closing of the purchase and sale of such Accepted Note in the Request for Purchase of such Accepted Note, provided that (i) if the Co-Issuers and the Purchaser which is

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obligated to purchase such Accepted Note agree on an earlier Business Day for such closing, the “Closing Day” for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note is rescheduled pursuant to paragraph 2G, the Closing Day for such Accepted Note, for all purposes of this Agreement except references to “original Closing Day” in paragraph 2H(2), shall mean the Rescheduled Closing Day with respect to such Accepted Note.

“Co-Issuers” shall have the meaning specified in the introductory paragraph hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean the shares of Capital Stock of the Credit Parties in which a Lien has been created under the Pledge Agreement in favor of the Security Trustee for the benefit of the holders of the Shelf Notes to secure the obligations of the Credit Parties under this Agreement, the Shelf Notes and the other Transaction Documents.

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Bank Lenders.

“Confirmation of Acceptance” shall have the meaning specified in paragraph 2E.

“Consolidated Indebtedness” shall mean, as of any date of determination, all Indebtedness of the Parent and its Subsidiaries as would be shown on a consolidated balance sheet of the Parent and its Subsidiaries as of such date prepared in accordance with GAAP (other than the undrawn amount of any letters of credit issued pursuant to the terms of the Bank Credit Agreement).

“Consolidated Net Income” shall mean, for any period, the net income or loss of the Parent and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP after eliminating all offsetting debts and credits between the Parent and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Parent and its Subsidiaries in accordance with GAAP, but excluding: (i) extraordinary gains or losses; (ii) net earnings and losses of any Subsidiary of the Parent accrued prior to the date it became a Subsidiary of the Parent; (iii) net earnings of any business entity (other than a direct or indirect Subsidiary of the Parent) in which the Parent or any of its Subsidiaries has an ownership interest unless such net earnings shall have been actually received by the Parent or its Subsidiaries in the form of cash distributions; (iv) any portion of net earnings of any Subsidiary of the Parent which for any reason is unavailable for distribution to the Parent; (v) earnings or losses resulting from any write-up or write-down of assets of the Parent and its Subsidiaries other than in the ordinary course of business; (vi) any reversal of any

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contingency reserve to the extent such contingency reserve was taken prior to the date hereof; and (vii) the cumulative effect of a change in accounting principles.

“Consolidated Net Worth” shall mean, as of the date of determination, (a) the sum of (i) the par value (or value stated on the books of the Parent) of the Capital Stock (but excluding treasury stock and capital stock subscribed and unissued) of the Parent and its Subsidiaries plus (ii) the amount of the paid-in capital and retained earnings of the Parent and its Subsidiaries, in each case as such amounts would be shown on a consolidated balance sheet of the Parent and its Subsidiaries as of such date prepared in accordance with GAAP, minus (b) to the extent included in clause (a), (i) all amounts property attribute to Minority Interests, if any, in the stock and surplus of Subsidiaries.

“Consolidated Tangible Net Worth” shall mean, as of any date of determination, (a) the sum of (i) the par value (or value stated on the books of the Parent) of the Capital Stock (but excluding treasury stock and capital stock subscribed and unissued) of the Parent and its Subsidiaries plus (ii) the amount of the paid-in capital and retained earnings of the Parent and its Subsidiaries, in each case as such amounts would be shown on a consolidated balance sheet of the Parent and its Subsidiaries as of such date prepared in accordance with GAAP, minus (b) to the extent included in clause (a), (i) all amounts properly attributable to Minority Interests, if any, in the stock and surplus of Subsidiaries of the Parent, and (ii) the sum of the following (without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings): (A) cost of treasury shares, (B) the book value of all assets which should be classified as intangibles (but in any event including goodwill, research and development costs, trademarks, trade names, copyrights, patents and franchises and unamortized debt discount), and (C) any write-up in the book value of assets resulting from a revaluation thereof (other than any such write-up made in connection with the acquisition of an asset from a Person which is not an Affiliate of a Credit Party and so long as such a write-up is made in accordance with GAAP and is based on the Fair Market Value of the asset).

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Parent and its Subsidiaries as would be shown on a consolidated balance sheet of the Parent and its Subsidiaries as of such date prepared in accordance with GAAP.

“Consolidated Total Capitalization” shall mean, at any time, the sum of (i) Consolidated Indebtedness and (ii) Consolidated Tangible Net Worth, in each case determined as of the last day of the fiscal quarter of the Parent then most recently ended.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Credit Parties” shall mean, collectively, without duplication, the Obligors and the Subsidiary Guarantors.

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“Delayed Delivery Fee” shall have the meaning specified in paragraph 2H(2).

“Distribution” shall mean means in respect of any Person: (a) dividends or other distributions or payments on capital stock or other equity interest of such Person (except distributions in such stock or other equity interest); and (b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests.

“EBITDA” shall mean, for any period, income before income taxes for such period, plus, to the extent deducted in determining income for such period, interest expense, depreciation, amortization of tangible or intangible assets, and any other non-cash charges, but excluding extraordinary gains (or losses) and any gains (or losses) from the sale or disposition of assets other than in the ordinary course of business; all on a consolidated basis for the Parent and its Subsidiaries and all calculated in accordance with GAAP.

“Effective Date” shall mean February 11, 2005.

“Environmental Laws” shall mean all federal, state, local and foreign laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, and any and all regulations, codes, plans, orders, decrees, judgments, injunctions, notices or demand letters issued, entered, promulgated or approved thereunder.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or their rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as any Credit Party within the meaning of section 414(b) of the Code, or any trade or business which is under common control with any Credit Party within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (i) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an

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“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and “Default” shall mean any of such events, whether or not any such requirement has been satisfied.

“Excess Assets” shall have the meaning specified in paragraph 6H(ii).

“Excess Replacement Assets” shall have the meaning specified in paragraph 6H(ii).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Existing Note Agreement” shall mean that certain Note Purchase Agreement, dated as of January 28, 1998, by and among the Co-Issuers, Shoals Supply, Inc. and each of the purchasers named on Schedule A thereto.

“Facility” shall have the meaning specified in paragraph 2A.

“Fair Market Value” shall mean at any time and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” shall mean

(i)             the government of

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(a)             the United States of America or any State or other political subdivision thereof, or

(b)            any jurisdiction in which the Parent or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent or any Subsidiary, or

(ii)            any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guarantee” shall mean, with respect to any Person (the “guarantor”), any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the ”primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

“Guaranteed Obligations” shall have the meaning specified in paragraph 11A.

                                “Hedge Treasury Note(s)” shall mean, with respect to any Accepted Note, the United States Treasury Note or Notes whose duration (as determined by Prudential) most closely matches the duration of such Accepted Note.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

                                “Hedging Exposure Amount” shall mean the maximum aggregate amount (giving effect to any netting agreements) that the Obligors and the Subsidiaries thereof would be required to pay at any time if all of their Hedging Agreements were terminated at such time.

“Hostile Tender Offer” shall mean, with respect to the use of proceeds of any Shelf Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity

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interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Co-Issuers make the Request for Purchase of such Shelf Note.

“Inactive Subsidiary” shall mean, with respect to any Person, a Subsidiary of such Person (i) that conducts no business activities on the Effective Date nor on any date thereafter, (ii) the assets of which Subsidiary have a Fair Market Value less than the smaller of (x) $50,000 or (y) one-half of one percent (.5%) of the consolidated assets of such Person and its Subsidiaries; and (iii) the total liabilities of which are less than $25,000; provided that if the assets of all such Subsidiaries that meet the conditions of clauses (i), (ii) and (iii) (each, a “Specified Subsidiary”), in the aggregate, exceed either of the thresholds of clause (ii), then there shall be excluded from the term “Inactive Subsidiary” the Specified Subsidiary having the greatest assets, and, if necessary, the Specified Subsidiary having the next greatest assets, and so on, until the assets of the remaining Specified Subsidiaries, in the aggregate, no longer exceed either of such thresholds of clause (ii) (such remaining Specified Subsidiaries constituting the Inactive Subsidiaries); provided further, that no Credit Party shall be an Inactive Subsidiary.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accrued expenses which are payable within one year or current accounts payable in each case incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capitalized Lease Obligations of such Person (and excluding from the definition of Indebtedness leases of real property or personal property which are not Capital Leases), (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (other than performance guaranties) and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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“INHAM Exemption” shall have the meaning specified n paragraph 9B(v).

                                “Intercreditor Agreement” shall have the meaning specified in paragraph 3A(1).

“Interest Charges” shall mean, for any period of four consecutive fiscal quarters of the Parent, all interest expense of the Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Interest Rate Hedging Exposure Amount” shall mean the Hedging Exposure Amount attributable to Interest Rate Hedging Agreements.

“Interest Rate Hedging Agreement” shall mean a Hedging Agreement between a Co-Issuer and an Interest Rate Protection Merchant which provides for interest rate protection.

“Interest Rate Protection Merchant” shall mean a lender under the Bank Credit Agreement which provides Hedging Agreements to the Co-Issuers or either of them for interest rate protection.

“Issuance Fee”  shall have the meaning specified in paragraph 2H(1).

“Issuance Period” shall have the meaning specified in paragraph 2B.

“Kinro” shall have the meaning specified in the introductory paragraph hereto.

“LCC” shall mean Lippert Components of Canada, Inc., an Ontario, Canada corporation.

“Leverage Ratio” shall mean, as of the end of any fiscal quarter of the Parent, the ratio of (a) Consolidated Indebtedness determined on the last day of such fiscal quarter to (b) EBITDA for the period of four consecutive fiscal quarters of the Parent ending on the last day of such fiscal quarter, each as determined on a Pro Forma Basis.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

“Lippert Components” shall have the meaning specified in the introductory paragraph hereto.

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“Material” shall mean material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Parent and its Subsidiaries taken as a whole.

“Material Adverse Effect” shall mean a Material adverse effect on (a) the business, operations, affairs, financial condition, assets, properties or prospects of the Parent and its Subsidiaries, taken as a whole, (b) the ability of any Co-Issuer to perform its obligations under this Agreement or any of the Shelf Notes, (c) the ability of the Parent to perform its obligations under this Agreement or the Parent Guaranty, (d) the ability of the Parent and its Subsidiaries, taken as a whole, to perform their obligations under any of the other Transaction Documents, (e) the validity or enforceability of this Agreement or any of the other Transaction Documents or (f) the Liens granted by the Pledge Agreement.

“Minimum Debt Service Ratio” shall mean, on any date of determination, the ratio of (i) EBITDA for the period of four consecutive fiscal quarters then most recently ended, minus Capital Expenditures made and dividends declared to the Parent’s shareholders during such period, to (ii) the current portion of Consolidated Indebtedness (as determined as of such determination date), plus Interest Charges for the period of four consecutive fiscal quarters then most recently ended, in each case determined on a Pro Forma Basis.

“Minority Interests” shall mean any shares of stock of any class of a Subsidiary of any Person (other than directors’ qualifying shares as required by law) that are not owned by such Person and/or one or more of such Person’s Subsidiaries. Minority Interests shall be valued by valuing “Minority Interests” consisting of preferred stock at the voluntary or involuntary liquidation value of such preferred stock, whichever is greater, and by valuing “Minority Interests” consisting of common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing “Minority Interests” in preferred stock.

“Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA.

“NAIC Annual Statement” shall have the meaning specified in paragraph 9B(i).

“New Subsidiary” shall have the meaning specified in paragraph 5K.

“Obligors” shall have the meaning specified in the introductory paragraph hereto.

“Officer’s Certificate” shall mean, with respect to any Obligor, a certificate signed in the name of such Obligor by an Authorized Officer of such Obligor.

“Other Party” shall have the meaning specified in paragraph 11E.

“Parent” shall have the meaning specified in the introductory paragraph hereto.

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“Parent Guaranty” shall have the meaning specified in paragraph 3A(1).

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Permitted Liens” shall mean the following: 

(i)            any Lien existing on the date hereof which is listed on Schedule 6C to this Agreement securing Indebtedness listed on such schedule and any extensions, renewals and replacements of such Indebtedness that do not increase the outstanding principal amount of such Indebtedness secured by such Lien, provided that any such Lien shall secure only those obligations which it secured as of the Effective Date (except that any such Liens on properties constructed, improved or acquired with the proceeds of industrial revenue or development bond issues representing Indebtedness of a Credit Party owing directly or indirectly to GE Capital Finance, Inc., and which Liens secure only such issues, whether such issues are outstanding as of the Effective Date or which are thereafter outstanding, may secure other such issues representing Indebtedness so owing to such obligee the proceeds of which have been used by a Credit Party to construct, improve or acquire other property, so long as such Liens do not extend to any property of a Credit Party not so financed and secure only Indebtedness represented by such issues);

(ii)           any Lien created to secure all or any part of the purchase price, or to secure Indebtedness incurred or assumed to pay all or any part of the purchase price or cost of construction, of any fixed or capital assets acquired, constructed or improved by any Obligor or any Subsidiary thereof after the Effective Date (other than Liens on any Restricted Assets); provided that (a) such Lien secures Indebtedness permitted under this Agreement, (b) such Lien and the Indebtedness secured thereby are incurred within 180 days (and in the case of industrial revenue bonds, 360 days) prior to or after such acquisition or the completion of such construction or improvement or the placing in service, as the case may be, of the asset which is subject to such Lien, (c) the Indebtedness secured thereby does not at any time exceed 85% (in the case of real property and the improvements thereon) or 100% (in the case of personal property, other than fixtures) of the cost of acquiring, constructing or improving such fixed or capital assets, and (d) such Lien shall not apply to any other property or assets of any Obligor or any Subsidiary thereof;

(iii)          carriers’, warehousemen’s, mechanics’, repairmen’s and other like Liens imposed by law in an aggregate amount not exceeding $250,000 arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established therefor in accordance with GAAP on the books of the relevant Obligor or Subsidiary, as the case may be, and as to which the failure to

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make payment during such contest could not reasonably be expected to have a Material Adverse Effect;

(iv)          pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations in respect of which adequate reserves shall have been established;

(v)           deposits to secure the performance of bids, trade contracts, leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property;

(vi)          easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Obligor or any Subsidiary thereof;

(vii)         Liens securing Indebtedness of one Credit Party to another Credit Party (other than Liens on any Restricted Assets); provided that (w) such Indebtedness is permitted under paragraphs 6D, 6F and 6I hereof (as applicable), (x) all of the outstanding capital stock or other equity interests of each such Credit Party shall be owned 100% directly or indirectly by the Parent, (y) each of such Credit Parties to or by whom such Indebtedness is owed, or who owns (directly or indirectly) any stock referred to in the preceding clause (x), shall have become party to the Subsidiary Guaranty and (z) such Indebtedness shall not be assigned or transferred by the obligee thereof to any Person other than another Credit Party such that after giving effect to such assignment and transfer all of the foregoing conditions are satisfied;

(viii)        Liens securing Indebtedness outstanding under the Bank Credit Agreement so long as the Shelf Notes are secured equally and ratably therewith pursuant to such documents, instruments and agreements as shall be required by the Required Holders, including without limitation an intercreditor agreement by and among the Bank Lenders and the holders of the Shelf Notes in form satisfactory to the Required Holders;

(ix)           Liens not otherwise permitted by clauses (i) through (viii) above (other than Liens on any Restricted Assets), provided that the aggregate amount of all Indebtedness secured by such Liens shall not at any time exceed 15% of Consolidated Net Worth (determined as of the last day of the then most recently ended fiscal quarter of the Parent); and

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(x)            Liens that extend, renew or replace Liens permitted by clauses (i) through (ix);

provided, however, that at no time shall Indebtedness secured by Liens described in clauses (i), (ii) and (ix) exceed 55% of Consolidated Total Capitalization at such time.

Notwithstanding anything contained herein to the contrary, the Obligors acknowledge and agree that they will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Liens in respect of any Indebtedness under the Bank Credit Agreement, except in accordance with clause (viii) above. In no event shall any Lien on any Restricted Asset be a Permitted Lien.

“Permitted Loans and Investments” shall mean (i) subject to paragraph 6D(vi) hereof, investments, loans and advances by any Credit Party and any of its Subsidiaries in and to Wholly-Owned Subsidiaries; (ii) investments in commercial paper and loan participations maturing within 270 days from the date of acquisition thereof having, at such date of acquisition, a rating of A-1 or P-1 or better from Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or by another nationally recognized credit rating agency; (iii) direct obligations of, or obligations the principal of or interest on which are unconditionally guaranteed by the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) (or by any other foreign government of equal or better credit quality), in each case maturing within one year from the date of acquisition thereof; (iv) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has (x) a combined capital and surplus and undivided profits of not less than $100,000,000 or (y) assets of not less than $1,000,000,000; (v) fully collateralized repurchase agreements, having terms of less than 90 days, for government obligations of the type specified in (iii) above with a commercial bank or trust company meeting the requirements of (iv) above; and (vi) investments in addition to those permitted by clauses (i) through (v), including acquisitions of the assets or stock or other securities of any Person, provided, however, that the amount paid for any acquisition of the assets or stock or other securities of any one Person and its affiliates and subsidiaries shall not exceed $30,000,000 and the aggregate amount paid for any such acquisitions from all Persons on or after the Effective Date shall not exceed $125,000,000, and any acquisitions not satisfying all of the requirements of this proviso shall be deemed, in their entirety, not to be Permitted Loans and Investments.

“Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

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“Plan” shall mean any employee pension benefit plan (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Co-Issuers or any ERISA Affiliate.

                                “Pledge Agreement” shall have the meaning specified in paragraph 3A(1).

                                “Pledgors” shall mean, collectively, the Obligors and each Subsidiary Guarantor.

                                “Preferred Stock” shall mean any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

                                “Priority Debt” means, as of any date, the sum (without duplication) of:

(i)           all outstanding unsecured Indebtedness of any Subsidiary of the Parent, other than:

(a)           unsecured Indebtedness of such Subsidiary owing solely to the Parent or any Wholly-Owned Subsidiary of the Parent,

(b)           unsecured Indebtedness of the Co-Issuers, and

(c)           unsecured Indebtedness of any such Subsidiary in respect of Guarantees delivered pursuant to the Bank Credit Agreement; provided that such Subsidiary has executed the Subsidiary Guaranty on the Effective Date or in accordance with the terms of paragraph 5K;

(d)           unsecured Indebtedness of such Subsidiary under this Agreement, the Subsidiary Guaranty or any other Transaction Document to which it is a party;

(ii)          all Indebtedness of the Parent and its Subsidiaries secured by Liens, other than:

(a)           secured Indebtedness outstanding under the Bank Credit Agreement or in respect of Guarantees delivered pursuant to the Bank Credit Agreement, so long as (x) the Shelf Notes are secured equally and ratably therewith by the same collateral securing such other Indebtedness pursuant to such documents, instruments and agreements as shall be required by the Required Holders (and such other Indebtedness shall not be secured by any other collateral of any kind), (y) the Bank Lenders are parties to the Intercreditor Agreement, which shall be in full force and effect and shall have been amended, if necessary, to apply to such collateral pursuant to an amendment reasonably satisfactory to the Required Holders, and (z) with respect to any such Guarantee, the Person that provided such Guarantee shall have also executed the Subsidiary Guaranty on the Effective Date or in accordance with the terms of paragraph 5K, and

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(b)           secured Indebtedness outstanding under any other document, instrument or agreement so long as (w) the Shelf Notes are secured equally and ratably therewith by the same collateral securing such other Indebtedness pursuant to such documents, instruments and agreements as shall be required by the Required Holders (and such other Indebtedness shall not be secured by any other collateral of any kind), (x) the holder of such other Indebtedness shall have become a party to the Intercreditor Agreement pursuant to a joinder agreement in form and substance satisfactory to the Required Holders and the Intercreditor Agreement shall have been amended, if necessary, to apply to such collateral pursuant to an amendment reasonably satisfactory to the Required Holders, (y) the holders of the Shelf Notes shall have received evidence reasonably satisfactory to each of them that the Shelf Notes are so secured (which evidence may be an opinion from counsel reasonably satisfactory to such holder or other evidence, so long as such opinion or other evidence is reasonably satisfactory to each such holder), and (z) no Default or Event of Default shall have occurred and be continuing at the time such other document, instrument or agreement is entered into; and

(c)           secured Indebtedness of the Parent under the Parent Guaranty or any other Transaction Document to which it is a party, and secured Indebtedness of any Subsidiary of the Parent under this Agreement, the Subsidiary Guaranty or any other Transaction Document to which it is a party; and

(iii)         the greater of the liquidation preference of, or the amount payable upon the mandatory redemption of, all issued and outstanding Preferred Stock of Subsidiaries of the Parent.

Notwithstanding the foregoing, the undrawn amount of any letters of credit issued pursuant to the terms of the Bank Credit Agreement shall not constitute Indebtedness of the Parent or any of its Subsidiaries for purposes of determining Priority Debt.

                                “Pro Forma Basis” shall mean, for the determinations of “EBITDA”, “Consolidated Indebtedness”, “Capital Expenditures” and “Interest Charges” for any period of four consecutive fiscal quarters of the Parent for purposes of calculating the Leverage Ratio and the Minimum Debt Service Ratio, that such determinations shall be made on the assumptions that (a) each Wholly-Owned Subsidiary that was acquired by a Credit Party during such period from a Person that was not an Affiliate of a Credit Party and each disposition during such period of any Person that ceases to be a Wholly-Owned Subsidiary upon such disposition, occurred on the first day of such period, and (b) all Indebtedness incurred or paid (or to be incurred or paid) by all such Persons in connection with all such transactions (x) was incurred or paid on the first day of such period, as the case may be, and (y) if incurred, was outstanding in full at all times during such period and had in effect at all times during such period (or any portion of such period during which such Debt was not actually outstanding) an interest rate equal to the interest rate in effect on the date of the actual incurrence thereof (regardless of whether such interest rate is a

51

floating rate or would otherwise change over time by reference to a formula or for any other reason).

                                “Prudential” shall have the meaning specified in the introduction hereto.

“Prudential Affiliate” shall mean (i) any corporation or other entity controlling, controlled by, or under common control with, Prudential and (ii) any managed account or investment fund which is managed by Prudential or a Prudential Affiliate described in clause (i) of this definition. For purposes of this definition, the terms “control”, “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other Person’s Voting Stock or equivalent voting securities or interests.

“Purchasers” shall have the meaning specified in the introduction hereto.

“PTE” shall have the meaning specified in paragraph 9B(i).

“QPAM Exemption” shall have the meaning specified in paragraph 9B(iv).

“Request for Purchase” shall have the meaning specified in paragraph 2C.

“Required Holder(s)” shall mean the holder or holders of at least 66 2/3% of the aggregate principal amount of the Shelf Notes or of a Series of Shelf Notes, as the context may require, from time to time outstanding and, if no Shelf Notes are outstanding, shall mean Prudential.

“Rescheduled Closing Day” shall have the meaning specified in paragraph 2G.

“Responsible Officer” shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of any Co-Issuer or the Parent, general counsel of any Co-Issuer or the Parent or any other officer of any Co-Issuer or the Parent, as the context requires, involved principally in its financial administration or its controllership function.

“Restricted Assets” shall mean “inventory” or “accounts” or any “proceeds” thereof, as such terms are defined in Section 9-102 of the Uniform Commercial Code as in effect in the State of New York from time to time.

“Restricted Payment” shall mean: (i) any Distribution in respect of a Credit Party or any Subsidiary of a Credit Party (other than on account of capital stock or other equity interests of a Subsidiary of a Credit Party owned legally and beneficially by such Credit Party or another Subsidiary of such Credit Party), including any Distribution resulting in the acquisition by a Credit Party of securities which would constitute treasury stock, and (ii) any payment, repayment, redemption, retirement, repurchase or other acquisition, direct, or indirect, by a Credit Party or any Subsidiary thereof, on account of, or in respect of, the principal of any Subordinated Debt (or any installment thereof) prior to the regularly scheduled maturity date thereof (as in

52

effect on the date such Subordinated Debt was originally incurred) other than in respect of Subordinated Debt of one Credit Party to another Credit Party provided that no Event of Default exists or would exist after such prepayment.

For purposes of this Agreement, the amount of any Restricted Payment made in property shall be the greater of (x) the Fair Market Value of such property (as determined in good faith by the board of directors (or equivalent governing body) of the Person making such Restricted Payment) and (y) the net book value thereof on the books of such Person, in each case determined as of the date on which such Restricted Payment is made.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Trustee” shall mean JPMorgan Chase Bank, N.A., in its capacity as security trustee for the holders of the Shelf Notes.

“Series” shall have the meaning specified in paragraph 1A.

                                “Shelf Note(s)” shall have the meaning specified in paragraph 1A.

“Significant Holder” shall mean (i) Prudential, so long as Prudential or any Prudential Affiliate shall hold (or be committed under this Agreement to purchase) any Shelf Note, or (ii) any other holder of at least 10% of the aggregate principal amount of the Shelf Notes of any Series from time to time outstanding.

“Source” shall have the meaning specified in paragraph 9B.

“Subordinated Debt” shall mean any Indebtedness that is in any manner subordinated in right of payment or security in any respect to the Shelf Notes.

“Subordination Agreement” shall have the meaning specified in paragraph 3A(1).

“Subsidiary” shall mean, with respect to any Person (the “parent entity”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent entity in the parent entity’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent entity, or (b) that is, as of such date, otherwise controlled by the parent entity or one or more subsidiaries of the parent entity or by the parent entity and one or more subsidiaries of the parent entity. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent.

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“Subsidiary Guaranty” shall have the meaning specified in paragraph 3A(1).

“Subsidiary Guarantor” shall mean (a) each of the Subsidiaries of the Obligors listed on Schedule 3A(1), and (b) each Person that hereafter becomes a party to the Subsidiary Guaranty pursuant to the requirements of paragraph 5K.

“Succession Plan” shall have the meaning specified in paragraph 5O.

“Successor Corporation” shall have the meaning specified in paragraph 6B.

                                “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

                                “Transaction Documents” shall mean, collectively, this Agreement, the Shelf Notes, the Pledge Agreement, the Subordination Agreement, the Subsidiary Guaranty and the Intercreditor Agreement, and any and all other agreements, documents, certificates and instruments from time to time executed or delivered in connection therewith or related thereto.

“Transfer” shall have the meaning specified in paragraph 6H.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Shelf Note purchased by any Purchaser under this Agreement.

“Trust Agreement” shall have the meaning specified in paragraph 3A(1).

“USA Patriot Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as may be amended from time to time.

“Voting Stock” shall mean, with respect to any Person, any shares of stock (or similar equity interests) of such Person whose holders are entitled under ordinary circumstances to vote for the election of directors (or members of a similar body that has management authority of such Person) of such Person (irrespective of whether at the time stock (or similar equity interests) of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Wholly-Owned Subsidiary” shall mean, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Obligors and the Obligors’ other Wholly-Owned Subsidiaries at such time.

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

10C.        Accounting Principles, Terms and Determinations.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Co-Issuers notify Prudential that the Co-Issuers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Prudential notifies the Co-Issuers that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

11. PARENT GUARANTY.

The Parent acknowledges its unconditional and irrevocable guarantee, made as of the Effective Date, in favor of Prudential and each holder of any Shelf Notes at any time outstanding, of the due and punctual payment of the principal of, Yield-Maintenance Amount (if any) and interest on said Shelf Notes and any other amounts owing by the Co-Issuers hereunder, all as more particularly set forth in the Parent Guaranty.

12. CONFIDENTIALITY.

For the purposes of this paragraph 12, “Confidential Information” means information delivered to Prudential or any Purchaser by or on behalf of any Credit Party or any of its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by Prudential or such Purchaser as being confidential information of such Credit Party or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to Prudential or such Purchaser, as the case may be, prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by Prudential or such Purchaser or any person acting on their behalf, (c) otherwise becomes known to Prudential or such Purchaser other than through disclosure by any Credit Party or any of its Subsidiaries or (d) constitutes financial statements delivered to Prudential or such Purchaser under paragraph 5A that are otherwise publicly available. Prudential and each Purchaser will maintain the confidentiality of such Confidential Information received by it in accordance with procedures adopted by Prudential or such Purchaser, as the case may be, in good faith to protect confidential information of third parties delivered to it, provided that Prudential or such Purchaser, as the case may be, may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Shelf

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Notes or this Agreement), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this paragraph 12, (iii) any other holder of any Shelf Note, (iv) any Institutional Investor to which it sells or offers to sell such Shelf Note or any part thereof or any participation therein (if such Institutional Investor has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 12), (v) any Person from which it offers to purchase any security of the Parent or of any Co-Issuer (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 12), (vi) any federal or state regulatory authority having jurisdiction over Prudential or such Purchaser, as the case may be, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about Prudential’s or such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to Prudential or such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which Prudential or such Purchaser is a party, or (z) if an Event of Default has occurred and is continuing, to the extent Prudential or such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of its rights and remedies under the Shelf Notes and this Agreement. Each holder of a Shelf Note, by its acceptance of a Shelf Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this paragraph 12 as though it were a party to this Agreement. On reasonable request by the Co-Issuers in connection with the delivery to any holder of a Shelf Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Co-Issuers embodying the provisions of this paragraph 12.

13. MISCELLANEOUS.

13A. Shelf Note Payments.   The Co-Issuers agree that, so long as any Purchaser shall hold any Shelf Note, they will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Shelf Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 2:00 p.m., New York City local time, on the date due) to (i) the account or accounts of such Purchaser specified in the Confirmation of Acceptance with respect to such Shelf Note in the case of any Shelf Note or (ii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Shelf Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Shelf Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Co-Issuers agree to afford the benefits of this paragraph 13A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 13A.

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13B. Expenses.  The Co-Issuers agree, whether or not the transactions contemplated hereby shall be consummated, to pay, and save Prudential, each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including (i) all document production and duplication charges and the fees and expenses of any special counsel engaged by Prudential or any Purchaser or any Transferee in connection with this Agreement and the other Transaction Documents, the transactions contemplated hereby and any subsequent proposed modification of, or proposed consent under, this Agreement or the other Transaction Documents, whether or not such proposed modification shall be effected or proposed consent granted, and (ii) the costs and expenses, including attorneys’ fees, incurred by Prudential or any Purchaser or any Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement, the Shelf Notes or the other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or by reason of Prudential, any Purchaser or any Transferee having acquired any Shelf Note, including, without limitation, costs and expenses incurred in any workout, restructuring or bankruptcy case. The obligations of the Co-Issuers under this paragraph 13B shall survive the transfer of any Shelf Note or portion thereof or interest therein by Prudential, any Purchaser or any Transferee and the payment of any Shelf Note.

13C. Consent to Amendments.  This Agreement may be amended, and any Credit Party or Subsidiary thereof may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Co-Issuers shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of all Shelf Notes except that, (i) with the written consent of the holders of all Shelf Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Shelf Notes of all Series, at the time outstanding (and not without such written consents), the Shelf Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Shelf Notes of such Series, (ii) without the written consent of the holder or holders of all Shelf Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 13C insofar as such provisions relate to proportions of the principal amount of the Shelf Notes of any Series, or the rights of any individual holder of Shelf Notes, required with respect to any declaration of Shelf Notes to be due and payable or with respect to any consent, amendment, waiver or declaration which would affect such provisions in the manner described in this clause (ii), (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Shelf Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of

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such Series or the terms and provisions of such Accepted Notes. Each holder of any Shelf Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 13C, whether or not such Shelf Note shall have been marked to indicate such consent, but any Shelf Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between any of the Credit Parties and the holder of any Shelf Note nor any delay in exercising any rights hereunder or under any Shelf Note shall operate as a waiver of any rights of any holder of such Shelf Note. As used herein and in the Shelf Notes, the term “this Agreement” and references thereto shall mean this Agreement (including, without limitation, all Schedules and Exhibits attached hereto) as it may from time to time be amended or supplemented.

13D. Form, Registration, Transfer and Exchange of Shelf Notes; Lost Shelf Notes.  The Shelf Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000. The Co-Issuers shall keep at their principal offices a register in which the Co-Issuers shall provide for the registration of Shelf Notes and of transfers of Shelf Notes. Upon surrender for registration of transfer of any Shelf Note at the principal offices of the Co-Issuers, the Co-Issuers shall, at their expense, execute and deliver one or more new Shelf Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Shelf Note, such Shelf Note may be exchanged for other Shelf Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Shelf Note to be exchanged at the principal offices of the Co-Issuers. Whenever any Shelf Notes are so surrendered for exchange, the Co-Issuers shall, at their expense, execute and deliver the Shelf Notes which the holder making the exchange is entitled to receive. Each installment of principal payable on each installment date upon each new Shelf Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Shelf Note as the installment of principal payable on such date on the Shelf Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Shelf Note. No reference need be made in any such new Shelf Note to any installment or installments of principal previously due and paid upon the Shelf Note surrendered for registration of transfer or exchange. Every Shelf Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Shelf Note or such holder’s attorney duly authorized in writing. Any Shelf Note or Shelf Notes issued in exchange for any Shelf Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Shelf Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Shelf Note of the loss, theft, destruction or mutilation of such Shelf Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Shelf Note, the Co-Issuers will make and deliver a new Shelf Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Shelf Note.

13E. Persons Deemed Owners; Participations.  Prior to due presentment for registration of transfer, the Co-Issuers may treat the Person in whose name any Shelf Note is

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registered as the owner and holder of such Shelf Note for the purpose of receiving payment of principal of and interest on, and any Yield-Maintenance Amount payable with respect to, such Shelf Note and for all other purposes whatsoever, whether or not such Shelf Note shall be overdue, and the Co-Issuers shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Shelf Note may from time to time grant participations in all or any part of such Shelf Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

13F. Survival of Representations and Warranties; Entire Agreement.  All representations and warranties contained herein or made in writing by or on behalf of any Obligor in connection herewith shall survive the execution and delivery of this Agreement, the Shelf Notes, the other Transaction Documents and each Confirmation of Acceptance, the transfer by any Purchaser of any Shelf Note or portion thereof or interest therein and the payment of any Shelf Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement, the Shelf Notes and the other Transaction Documents embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.

13G. Successors and Assigns.  All covenants and other agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including any Transferee) whether so expressed or not.

13H. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not avoid the occurrence of a Default or Event of Default if such action is taken or such condition exists.

13I. Notices.  All written communications provided for hereunder (other than communications provided for under paragraph 2) shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to any Purchaser of any Shelf Note, addressed to it at such address as it shall have specified for such communications in the Purchaser Schedule attached to the applicable Confirmation of Acceptance or at such other address as any such Purchaser shall have specified to the Co-Issuers in writing, (ii) if to any other holder of any Shelf Note, addressed to it at such address as it shall have specified in writing to the Co-Issuers or, if any such holder shall not have so specified an address, then addressed to such holder in care of the last holder of such Shelf Note which shall have so specified an address to the Co-Issuers and (iii) if to any Obligor, addressed to it at 200 Mamaroneck Avenue, White Plains, New York 10601, Fax number (914) 428-4581, Attention: Leigh J. Abrams, provided, however, that any such communication to any Obligor may also, at the option of the Person sending such communication, be delivered by any other means either to such Obligor at their addressed specified above or to any Authorized Officer of such Obligor. Any communication pursuant to paragraph 2 shall be made by the method specified for such communication in

59

paragraph 2, and shall be effective to create any rights or obligations under this Agreement only if, in the case of a telephone communication, an Authorized Officer of the party conveying the information and of the party receiving the information are parties to the telephone call, and in the case of a facsimile communication, the communication is signed by an Authorized Officer of the party conveying the information, addressed to the attention of an Authorized Officer of the party receiving the information, and in fact received at the facsimile terminal the number of which is listed for the party receiving the communication in the Information Schedule or at such other facsimile terminal as the party receiving the information shall have specified in writing to the party sending such information.

13J. Payments Due on Non-Business Days.  Anything in this Agreement, the Shelf Notes or the other Transaction Documents to the contrary notwithstanding, any payment of principal of or interest on, or Yield-Maintenance Amount payable with respect to, any Shelf Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day. If the date for any payment is extended to the next succeeding Business Day by reason of the preceding sentence, the period of such extension shall not be included in the computation of the interest payable on such Business Day.

13K. Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13L. Descriptive Headings.  The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

13M. Satisfaction Requirement.  If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to Prudential, any Purchaser, to any holder of Shelf Notes or to the Required Holder(s), the determination of such satisfaction shall be made by Prudential, such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

13N. Governing Law.   IN ACCORDANCE WITH THE PROVISIONS OF §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

13O. Severalty of Obligations. The sales of Shelf Notes to the Purchasers are to be several sales, and the obligations of Prudential and the Purchasers under this Agreement are

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several obligations.  No failure by Prudential or any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or the Co-Issuers of any of its obligations hereunder, and neither Prudential nor any Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other such Person hereunder.

13P. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

13Q. Binding Agreement.  When this Agreement is executed and delivered by the Obligors and Prudential, it shall become a binding agreement between the Obligors and Prudential. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance, and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance.

13R. Jury Waiver. THE OBLIGORS, PRUDENTIAL AND THE OTHER HOLDERS FROM TIME TO TIME OF THE SHELF NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE OBLIGORS, PRUDENTIAL, THE PURCHASERS AND EACH OF THE OTHER HOLDERS OF SHELF NOTES FROM TIME TO TIME EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE OBLIGORS, PRUDENTIAL, THE PURCHASERS AND EACH OF THE OTHER HOLDERS OF SHELF NOTES FROM TIME TO TIME FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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13S. Personal Jurisdiction. To the fullest extent permitted by law, each of the Obligors irrevocably agrees that any legal action or proceeding with respect to this Agreement, the Shelf Notes, the other Transaction Documents or any of the agreements, documents or instruments delivered in connection herewith may be brought in the courts of the State of New York or the United States of America for the Southern District of New York as Prudential and the other holders from time to time of Shelf Notes (as applicable) may elect, and, by its execution and delivery hereof, each Obligor accepts and consents to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and, to the fullest extent permitted by law, agrees that such jurisdiction shall be exclusive, unless waived by Prudential and the other holders from time to time of Shelf Notes (as applicable) in writing, with respect to any action or proceeding brought by the Obligors against Prudential, any Purchaser or any holder of Shelf Notes. Each of the Obligors hereby waives, to the full extent permitted by law, any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens.

[Remainder of page intentionally left blank. Next page is signature page.]

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Very truly yours, KINRO, INC.
By:  /s/ Fredric M. Zinn
	———————————————————
		Name: Fredric M. Zinn Title:   Vice President

LIPPERT COMPONENTS, INC.
By:  /s/ Fredric M. Zinn
	———————————————————
		Name: Fredric M. Zinn Title:   Vice President

DREW INDUSTRIES INCORPORATED
By:  /s/ Fredric M. Zinn
	———————————————————
		Name: Fredric M. Zinn Title:   Executive Vice President and             Chief Financial Officer

The foregoing Agreement is
hereby accepted as of the
date first above written.

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By:  /s/ Christopher Carey 
        ——————————————————              Name: Christopher Carey
              Title:   Vice President

EX-10.10

Exhibit 10.10

 [FORM OF PRIVATE SHELF NOTE]

KINRO, INC.
LIPPERT COMPONENTS, INC.

SENIOR NOTE

No. R-[__]

Original Principal Amount:
Original Issue Date:
Interest Rate:
Interest Payment Dates:
Final Maturity Date:
Principal Prepayment Dates and Amounts:

FOR VALUE RECEIVED, the undersigned, KINRO, INC., a corporation organized and existing under the laws of the State of Ohio (“Kinro”), and LIPPERT COMPONENTS, INC., a corporation organized and existing under the laws of the State of Delaware (“Lippert Components” and together with Kinro, collectively, the “Co-Issuers”), hereby jointly and severally promise to pay to [___________________________], or registered assigns, the principal sum of [_______________________] DOLLARS ($[_________]) [on the Final Maturity Date specified above] [, payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof,] with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, any overdue payment of interest, any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the greater of (i) [**]% or (ii) 2% over the rate of interest publicly announced by The Bank of New York from time to time in New York City as its prime rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of The Bank of New York in New York City or at such other place as the holder hereof shall designate to the Co-Issuers in writing, in lawful money of the United States of America.

This Note is one of the Shelf Notes (herein called the “Notes”) issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Agreement”), between the Co-Issuers 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. This Note is secured by, and entitled to the benefits of, the Collateral described in the Pledge Agreement. Reference is made to the Pledge Agreement for the terms and conditions governing the collateral security for the obligations of the Co-Issuers hereunder. Payment of the principal of, and Yield-Maintenance Amount, if any, and interest on this Note has been guaranteed by the Parent in accordance with the terms of the Agreement and by the Subsidiary Guarantors in accordance with the terms of the Subsidiary Guaranty. This Note is a registered Note and, as provided in and subject to the terms of the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Co-Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Co-Issuers shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Agreement. This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.
	KINRO, INC.
	By:
	Name:
	Title:
	LIPPERT COMPONENTS, INC.
	By:
	Name:
	Title:
**  [2% over the stated coupon]

EX-10.11

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 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 Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Note Agreement.

                                The Guarantor is the owner of all the issued and outstanding capital stock of each of the Co-Issuers. The execution and delivery of this Agreement by the Guarantor is a condition precedent to the execution and delivery by Prudential of the Note Agreement.

                                NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

                Section 1.01. Definitions; Terms. References to this “Agreement” shall be to this Parent Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of, Yield-Maintenance Amount or other premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Co-Issuers to one or more of the Noteholders or the Security Trustee (collectively, the “Secured Parties”) under the Note Agreement or any of the other Transaction Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Co-Issuers under or pursuant to the Note Agreement and the other Transaction Documents. References to a “guarantor” shall include the Guarantor hereunder,

each “Guarantor” as such term is defined in the Subsidiary Guaranty, and any other Person that is a guarantor of any or all of the Obligations, and references to a “guarantee” shall include this Agreement, the Subsidiary Guaranty and any other guarantee of any or all of the Obligations by any other Person.

                Section 2.01.    Guarantee.

                                          (a)        The Guarantor hereby, unconditionally, absolutely, and irrevocably guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance in full of the Obligations, in each case strictly in accordance with the terms thereof. In furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law or in equity against the Guarantor by virtue hereof, the Guarantor agrees that upon failure of the Co-Issuers to pay any Obligations when and as the same shall become due, whether at maturity, by acceleration, on one or more dates on which prepayment or repayment is required, or otherwise, the Guarantor will, without any demand or notice whatsoever, forthwith pay or cause to be paid to the Noteholders or the Security Trustee, as the case may be, in cash in immediately available funds, an amount equal to the unpaid amount of such Obligations. The Guarantor further agrees that the Obligations guaranteed by it hereunder may be increased in amount, extended or renewed, or otherwise amended or modified in any respect, including, without limitation, as to principal, scheduled repayment, prepayment, interest, fees, indemnification, compensation, and in any other respect whatsoever, in whole or in part, without notice or further assent from it, and that it will remain bound upon this guarantee in respect of such Obligations as so increased, extended, renewed, amended or modified. Payments by the Guarantor hereunder may be required on any number of occasions.

                                          (b)        The Guarantor waives presentation to, demand for payment from and protest to the Co-Issuers or any other guarantor, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Credit Party or any other Person under the provisions of any Transaction Document or any other agreement or otherwise; (ii) any rescission, waiver, forbearance, compromise, acceleration, amendment or modification of, or any release of any party from any of the terms or provisions of, this Agreement, any other Transaction Document, any Obligation or any other guarantee or any security interest in respect of the Obligations (including, without limitation, in respect of any other guarantor, or any obligor in respect of the Obligations); (iii) any change in respect of any Credit Party, including, without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization, or other change of legal form or status, whether or not permitted under the Transaction Documents; (iv) the release, exchange, waiver or foreclosure of any security held by any Secured Party for any Obligations or the invalidity or nonperfection of any security interest securing the Obligations or the guarantee hereunder, or any other defect of any kind pertaining to any Obligations or any guarantee or collateral security in respect thereof; (v) the failure of any Secured Party to exercise any right or remedy in respect of any collateral security for any Obligations or against any Credit Party, or against any other guarantor of any Obligations; or (vi) the release or substitution of one or more of the Co-Issuers or any guarantor; (vii) the failure of any Person to become a guarantor pursuant

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to any other Transaction Document, whether or not required under the Note Agreement; or (viii) any other circumstance that might otherwise, but for this specific agreement of the Guarantor to the contrary, result in a discharge of or the exoneration of the Guarantor hereunder, it being the intent of the parties hereto that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

                                          (c)        The Guarantor agrees that this guarantee constitutes a guarantee of performance and of payment when due and not just of collection, that it is a primary obligation of the Guarantor, and that the Guarantor waives any right to require that any resort be had by any Secured Party to any security held for this guarantee or for payment of any Obligations, or to any balance of any deposit, account, or credit on the books of any Secured Party in favor of any Credit Party, or to any other Person or property. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law that would otherwise prevent any Secured Party from bringing any action, including any claim for a deficiency, or exercising any right or remedy (including any right of set-off) against the Guarantor before or after the commencement or completion of any foreclosure action or sale of collateral, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law that in any other way would otherwise require any election of remedies by any Secured Party.

                                          (d)        No demand hereunder or enforcement hereof against the Guarantor shall require any demand or enforcement against any other Credit Party.

                                          (e)        The Guarantor agrees that it shall not make any payment on or in respect of any guaranty securing any amount owing under the Bank Credit Agreement unless concurrently therewith it shall make payment hereunder to the Secured Parties on the Obligations on a pari passu basis with respect to any such payment on or in respect of any such guaranty securing any amount owing under the Bank Credit Agreement.

                Section 2.02.    No Impairment of Guarantee. The obligations of the Guarantor hereunder shall remain absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations or of this guarantee (or any portion or provision thereof or hereof) or otherwise. Without limiting the generality of the foregoing, the Guarantor specifically agrees that it shall not be discharged or exonerated, nor shall its obligations hereunder be limited or otherwise affected by the failure of any Secured Party to exercise any right, remedy, power, or privilege or to assert any claim or demand or to enforce any remedy under any Transaction Document or applicable law, including, without limitation, any failure by any Secured Party to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party, or by any waiver, consent, extension, indulgence, modification, or other action or inaction in respect of any thereof, or by any default, failure or delay, willful or otherwise, in the performance of any Obligations, or by any other act or thing or omission or delay to do any other act or thing, by any Person, that might in any manner or to any extent vary

3

the risk of the Guarantor or that might but for the specific provisions hereof to the contrary otherwise operate as a discharge or exoneration of the Guarantor, unless and until the Obligations are fully, finally and indefeasibly paid in cash.

                Section 2.03.    Security; Waiver. The Guarantor authorizes each of the Secured Parties to (i) take and hold security for the payment of this guarantee and/or the Obligations and exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as the Required Holders in their sole discretion may determine and (iii) release or substitute any one or more endorsees, other guarantors or other obligors or any collateral. The Required Holders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Co-Issuers or any guarantor, or any security, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent that the Obligations have been fully, finally and indefeasibly paid in cash. The Guarantor waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Co-Issuers or any other guarantor, as the case may be, or any security.

                Section 2.04.    Continuation and Reinstatement, etc.  The Guarantor agrees that the guarantee hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Credit Party, or otherwise.

                Section 2.05.    Subrogation. The Guarantor agrees that throughout the period referred to in clause (ii) of Section 4.02(a) hereof the Guarantor shall not (i) exercise, and hereby waives, any rights against the Co-Issuers and any other guarantor arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, (ii) prove any claim in competition with any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceeding of any nature, or (iii) have any benefit of or any right to participate in any collateral security that may be held by any Secured Party for the Obligations.

                Section 2.06.    Subordination. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owed to the Guarantor (including, without limitation, any such indebtedness arising by way of subrogation, reimbursement, restitution, contribution or otherwise in respect of performance by the Guarantor hereunder) is hereby subordinated to the prior full, final, and indefeasible payment in cash of all Obligations. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be paid over to the Security Trustee on account of and to be applied against the Obligations, without affecting in any manner the liability of the Guarantor under the other provisions of this Agreement.

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                Section 2.07.    Remedies. The Guarantor agrees that, as between the Guarantor and the Secured Parties, the obligations of the Co-Issuers under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (viii), (ix) or (x) of said Paragraph 7A) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Co-Issuers and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Co-Issuers) shall forthwith become due and payable by the Guarantor for purposes hereof.

                Section 2.08.    Payment. The Guarantor hereby agrees that any Secured Party, at its sole option, in the event of a dispute by the Guarantor in the payment of any moneys due hereunder, shall have the right to proceed under New York CPLR Section 3213.

                Section 2.09.    Continuing Guarantee. The guarantee hereunder is a continuing guarantee, and shall apply to all Obligations whenever arising.

                Section 2.10.    Other Guarantors. This Agreement shall remain the unconditional, absolute, and irrevocable obligation of the Guarantor regardless of whether any other Person (i) becomes a guarantor in respect of the Obligations (whether or not the Note Agreement requires that such Person be or become a guarantor) or (ii) fails to become or ceases to be a guarantor of the Obligations (whether or not the Note Agreement requires that such Person be or become a guarantor).

                Section 2.11.    Information. The Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Co-Issuers, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that no Secured Party has or will have any duty to advise the Guarantor of information regarding such circumstances or risks.

                Section 3.01.    Representation and Warranties  The Guarantor represents and warrants that all representations and warranties relating to it in the Note Agreement are true and correct.

                Section 4.01.    Amendment; Waiver. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Holders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances. No waiver by any Secured Party of any breach or default of or by the Guarantor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

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                Section 4.02.     Survival; Severability.

                                          (a)        All covenants, agreements, representations and warranties made by the Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document (i) shall be considered to have been relied upon by the Secured Parties and shall survive the making by the Co-Issuers of the Notes, and the execution and delivery of the Notes to the Noteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of the Obligations is outstanding and unpaid and as long as the Facility has not been terminated.

                                          (b)        Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

                Section 4.03.    Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement or the other Transaction Documents (and any such attempted assignment shall be void).

                Section 4.04.    GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                Section 4.05.    Headings. The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

                Section 4.06.    Notices. Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Paragraph 12I of the Note Agreement. Communications and notices to the Guarantor shall be given to it at 200 Mamaroneck Avenue, White Plains, New York 10601 Attention: Leigh J. Abrams.

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                Section ..4.07.    Counterparts. This Agreement may be executed in separate counterparts (a facsimile of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

                Section 4.08.    Right of Setoff.  The Guarantor hereby agrees that if an Event of Default shall have occurred and be continuing, each Noteholder and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Noteholder or Affiliate to or for the credit or the account of the Guarantor against any of and all the obligations of the Guarantor now or hereafter existing under this Agreement or any other Transaction Document held by such Noteholder, irrespective of whether or not such Noteholder shall have made any demand under this Agreement or such other Transaction Document and although such obligations may be unmatured. The rights of each Noteholder under this Section are in addition to other rights and remedies (including other rights of setoff) that such Noteholder may have.

                Section 4.09.    Jurisdiction; Consent to Service of Process.

                                          (a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against the Guarantor or its properties in the courts of any jurisdiction.

                                          (b) The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                                          (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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                Section 4.10.    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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                IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee Agreement to be duly executed and delivered by its authorized officer as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By: /s/ Fredric M. Zinn

      ———————————————

      Name: Fredric M. Zinn

      Title:   Executive Vice President and Chief Financial 

                     Officer

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EX-10.12

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, 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 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 Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Note Agreement.

Each Guarantor is a direct or indirect Subsidiary of the Parent. Each Guarantor acknowledges that the issuance of the Notes by the Co-Issuers pursuant to the Note Agreement will benefit each such Guarantor by making funds available to such Guarantor through the Co-Issuers and by enhancing the financial strength of the consolidated group of which each Guarantor and the Co-Issuers are members. The execution and delivery of this Agreement by each existing Subsidiary of the Co-Issuers is a condition precedent to the execution and delivery by Prudential of the Note Agreement and the Co-Issuers have covenanted in the Note Agreement that Subsidiary Joinders (as defined below) shall be duly executed by each Additional Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.01.    Definitions; Terms.  References to this “Agreement” shall be to this Subsidiary Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of, Yield-Maintenance Amount or other premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or

prepayment is required, or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Co-Issuers to one or more of the Noteholders or the Security Trustee (collectively, the “Secured Parties”) under the Note Agreement or any of the other Transaction Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Co-Issuers under or pursuant to the Note Agreement and the other Transaction Documents. References to a “guarantor” shall include each Guarantor hereunder, the Company, and any other Person that is a guarantor of any or all of the Obligations, and references to a “guarantee” shall include this Agreement, the Parent Guaranty and any other guarantee of any or all of the Obligations by any other Person.

                Section 2.01.    Guarantee.

                                          (a)     The Guarantors hereby, jointly and severally, unconditionally, absolutely, and irrevocably guarantee, each as a primary obligor and not merely as a surety, the due and punctual payment and performance in full of the Obligations, in each case strictly in accordance with the terms thereof. In furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law or in equity against any Guarantor by virtue hereof, the Guarantors jointly and severally agree that upon failure of the Co-Issuers to pay any Obligations when and as the same shall become due, whether at maturity, by acceleration, on one or more dates on which prepayment or repayment is required, or otherwise, the Guarantors will, without any demand or notice whatsoever, forthwith pay or cause to be paid to the Noteholders or the Security Trustee, as the case may be, in cash in immediately available funds, an amount equal to the unpaid amount of such Obligations. Each Guarantor further agrees that the Obligations guaranteed by it hereunder may be increased in amount, extended or renewed, or otherwise amended or modified in any respect, including, without limitation, as to principal, scheduled repayment, prepayment, interest, fees, indemnification, compensation, and in any other respect whatsoever, in whole or in part, without notice or further assent from it, and that it will remain bound upon this guarantee in respect of such Obligations as so increased, extended, renewed, amended or modified. Payments by each Guarantor hereunder may be required on any number of occasions.

                                          (b)     Each Guarantor waives presentation to, demand for payment from and protest to the Co-Issuers or any other guarantor, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Credit Party or any other Person under the provisions of any Transaction Document or any other agreement or otherwise; (ii) any rescission, waiver, forbearance, compromise, acceleration, amendment or modification of, or any release of any party from any of the terms or provisions of, this Agreement, any other Transaction Document, any Obligation or any other guarantee or any security interest in respect of the Obligations (including, without limitation, in respect of any other guarantor, or any obligor in respect of the Obligations); (iii) any change in respect of any Credit Party, including, without limitation, as a

result of any merger, consolidation, dissolution, liquidation, recapitalization, or other change of legal form or status, whether or not permitted under the Transaction Documents; (iv) the release, exchange, waiver or foreclosure of any security held by any Secured Party for any Obligations or the invalidity or nonperfection of any security interest securing the Obligations or the guarantee hereunder, or any other defect of any kind pertaining to any Obligations or any guarantee or collateral security in respect thereof; (v) the failure of any Secured Party to exercise any right or remedy in respect of any collateral security for any Obligations or against any Credit Party, or against any other guarantor of any Obligations; or (vi) the release or substitution of one or more of the Co-Issuers or any guarantor; (vii) the failure of any Person to become a Guarantor hereunder, whether or not required under the Note Agreement; or (viii) any other circumstance that might otherwise, but for this specific agreement of each Guarantor to the contrary, result in a discharge of or the exoneration of such Guarantor hereunder, it being the intent of the parties hereto that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.

                                          (c)     Each Guarantor agrees that this guarantee constitutes a guarantee of performance and of payment when due and not just of collection, that it is a primary obligation of such Guarantor, and that such Guarantor waives any right to require that any resort be had by any Secured Party to any security held for this guarantee or for payment of any Obligations, or to any balance of any deposit, account, or credit on the books of any Secured Party in favor of any Credit Party, or to any other Person or property. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law that would otherwise prevent any Secured Party from bringing any action, including any claim for a deficiency, or exercising any right or remedy (including any right of set-off) against such Guarantor before or after the commencement or completion of any foreclosure action or sale of collateral, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law that in any other way would otherwise require any election of remedies by any Secured Party.

                                          (d)     No demand hereunder or enforcement hereof against any Guarantor shall require any demand or enforcement against any other Credit Party.

                                          (e)     Each Guarantor agrees that it shall not make any payment on or in respect of any guaranty securing any amount owing under the Bank Credit Agreement unless concurrently therewith it shall make a payment hereunder to the Secured Parties on the Obligations on a pari passu basis with respect to any such payment on or in respect of any such guaranty securing any amount owing under the Bank Credit Agreement.

                Section 2.02.   No Impairment of Guarantee. The obligations of the Guarantors hereunder shall remain absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations or of this guarantee (or any portion or provision thereof or hereof) or otherwise. Without limiting the generality of the foregoing, each Guarantor

specifically agrees that it shall not be discharged or exonerated, nor shall its obligations hereunder be limited or otherwise affected by the failure of any Secured Party to exercise any right, remedy, power, or privilege or to assert any claim or demand or to enforce any remedy under any Transaction Document or applicable law, including, without limitation, any failure by any Secured Party to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party, or by any waiver, consent, extension, indulgence, modification, or other action or inaction in respect of any thereof, or by any default, failure or delay, willful or otherwise, in the performance of any Obligations, or by any other act or thing or omission or delay to do any other act or thing, by any Person, that might in any manner or to any extent vary the risk of such Guarantor or that might but for the specific provisions hereof to the contrary otherwise operate as a discharge or exoneration of such Guarantor, unless and until the Obligations are fully, finally and indefeasibly paid in cash.

                Section 2.03.   Security; Waiver.  Each of the Guarantors authorizes each of the other Secured Parties to (i) take and hold security for the payment of this guarantee and/or the Obligations and exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as the Required Holders in their sole discretion may determine and (iii) release or substitute any one or more endorsees, other guarantors or other obligors or any collateral. The Required Holders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Co-Issuers or any Guarantor, or any security, without affecting or impairing in any way the liability of the Guarantors hereunder except to the extent that the Obligations have been fully, finally and indefeasibly paid in cash. Each of the Guarantors waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Co-Issuers or any other Guarantor, as the case may be, or any security.

                Section 2.04.   Continuation and Reinstatement, etc.  The Guarantors jointly and severally agree that the guarantee hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Credit Party, or otherwise.

                Section 2.05.   Subrogation.  The Guarantors jointly and severally agree that throughout the period referred to in clause (ii) of Section 4.02(a) hereof no Guarantor shall (i) exercise, and each hereby waives, any rights against the Co-Issuers and any other guarantor arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, (ii) prove any claim in competition with any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceeding of any nature, or (iii) have any benefit of or any right to participate in any collateral security that may be held by any Secured Party for the Obligations.

                Section 2.06.   Subordination.  The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owed to any Guarantor (including, without

limitation, any such indebtedness arising by way of subrogation, reimbursement, restitution, contribution or otherwise in respect of performance by such Guarantor hereunder) is hereby subordinated to the prior full, final, and indefeasible payment in cash of all Obligations. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and be paid over to the Security Trustee on account of and to be applied against the Obligations, without affecting in any manner the liability of such Guarantor under the other provisions of this Agreement.

                Section 2.07.   Remedies.  The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of the Co-Issuers under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (viii), (ix) or (x) of said Paragraph 7A) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Co-Issuers and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Co-Issuers) shall forthwith become due and payable by the Guarantors for purposes hereof.

                Section 2.08.   Payment.  Each Guarantor hereby agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to proceed under New York CPLR Section 3213.

                Section 2.09.   Continuing Guarantee.  The guarantee hereunder is a continuing guarantee, and shall apply to all Obligations whenever arising.

                Section 2.10.   Rights of Contribution.  The Guarantors hereby agree, as among themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Obligations, each other Guarantor shall, on demand of such Excess Funding Guarantor, pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 2.10 shall be subordinate and subject in right of payment to the Obligations in accordance with Section 2.06 hereof. For purposes of this Section 2.10, (i) “Excess Funding Guarantor” shall mean, in respect of any Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” shall mean, for any Guarantor, the fraction the numerator of which is (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other

Guarantor that have been guaranteed by such Guarantor) and the denominator of which is (y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of all the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor.

                Section 2.11.   General Limitation on Guarantee.  In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 2.01 hereof would otherwise, taking into account the provisions of Section 2.10 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Secured Party, or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

                Section 2.12.   Other Guarantors.  This Agreement shall remain the unconditional, absolute, and irrevocable obligation of each Guarantor signatory hereto regardless of whether any other Person (i) becomes a party hereto obligated as a Guarantor hereunder or otherwise as a guarantor in respect of the Obligations (whether or not the Note Agreement requires that such Person be or become a Guarantor) or (ii) fails to become or ceases to be a party hereto or otherwise fails to become or ceases to be a Guarantor of the Obligations (whether or not the Note Agreement requires that such Person be or become a Guarantor).

                Section 2.13.   Information.  Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Co-Issuers, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that no Secured Party has or will have any duty to advise any of the Guarantors of information regarding such circumstances or risks.

                Section 3.01.   Representation and Warranties   Each Guarantor represents and warrants that all representations and warranties relating to it in the Note Agreement are true and correct.

                Section 4.01.   Amendment; Waiver.  No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Holders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances. No waiver by any Secured Party of any breach or default of or by any Guarantor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

                Section 4.02.    Survival; Severability.

                                          (a)     All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document (i) shall be considered to have been relied upon by the Secured Parties and shall survive the making by the Co-Issuers of the Notes, and the execution and delivery of the Notes to the Noteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of the Obligations is outstanding and unpaid and as long as the Facility has not been terminated.

                                          (b)     Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

                Section 4.03.   Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement or the other Transaction Documents (and any such attempted assignment shall be void).

                Section 4.04.   GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                Section 4.05.   Headings;.  The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

                Section 4.06.   Notices.   Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Paragraph 12I of the Note Agreement. Communications and notices to any Guarantor shall be given to it at its address set forth in Schedule B hereto.

                Section 4.07.   Counterparts;  Additional Guarantors.  (a)  This Agreement may be executed in separate counterparts (a telecopy of any executed counterpart having the same effect

as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

                                (b)     The initial Guarantors hereunder shall be such Subsidiaries of the Parent as are signatories on the date hereof. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Guarantors (each an “Additional Guarantor”) in accordance with Paragraph 5K of the Note Agreement, by executing a Subsidiary Joinder in the form of Attachment I hereto. Upon delivery of any such executed counterpart, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor under this Agreement with the same force and effect, and subject to the same agreements, representations, guarantees, indemnities, liabilities and obligations as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of the Noteholders not to cause any Person otherwise obligated to become a Guarantor hereunder pursuant to the terms of the Note Agreement to become an Additional Guarantor hereunder. This Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder. The execution of a Subsidiary Joinder to this Agreement by any Person shall not require the consent of any other Guarantor and all of the obligations of each Guarantor under this Agreement shall remain in full force and effect notwithstanding the addition of any Additional Guarantor to this Agreement.

                Section 4.08.   Right of Setoff.   Each Guarantor hereby agrees that if an Event of Default shall have occurred and be continuing, each Noteholder and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Noteholder or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement or any other Transaction Document held by such Noteholder, irrespective of whether or not such Noteholder shall have made any demand under this Agreement or such other Transaction Document and although such obligations may be unmatured. The rights of each Noteholder under this Section are in addition to other rights and remedies (including other rights of setoff) that such Noteholder may have.

                Section 4.09.   Jurisdiction; Consent to Service of Process.

                                          (a)     Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by

suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its properties in the courts of any jurisdiction.

                                          (b)     Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                                          (c)     Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

                Section 4.10.   WAIVER OF JURY TRIAL.   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have caused this Subsidiary Guarantee Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

LIPPERT TIRE & AXLE, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

KINRO HOLDING, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

LIPPERT TIRE & AXLE HOLDING, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

LIPPERT COMPONENTS HOLDING, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

KINRO MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

KINRO TEXAS LIMITED PARTNERSHIP

        By:  KINRO MANUFACTURING, INC.,

                its general partner

                By: /s/ Fredric M. Zinn

                      ——————————————

                      Name: Fredric M. Zinn

                      Title:   Vice President

KINRO TENNESSEE LIMITED PARTNERSHIP

        By:  KINRO MANUFACTURING, INC.,

                 its general partner

                By: /s/ Fredric M. Zinn

                      ——————————————

                      Name: Fredric M. Zinn

                      Title:   Vice President

LIPPERT TIRE & AXLE TEXAS LIMITED
PARTNERSHIP

        By:  LIPPERT COMPONENTS MANUFACTURING,
                INC., its general partner

                By: /s/ Fredric M. Zinn

                      ——————————————

                       Name: Fredric M. Zinn

                       Title:   Vice President

LIPPERT COMPONENTS TEXAS LIMITED
PARTNERSHIP

        By:  LIPPERT COMPONENTS MANUFACTURING,
                INC., its general partner

                By: /s/ Fredric M. Zinn

                      ——————————————

                      Name: Fredric M. Zinn

                      Title:   Vice President

BBD REALTY TEXAS LIMITED PARTNERSHIP

        By:  KINRO MANUFACTURING, INC.,

                its general partner

                By: /s/ Fredric M. Zinn

                      ——————————————

                      Name: Fredric M. Zinn

                      Title:   Vice President

LD REALTY, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LTM MANUFACTURING, L.L.C.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

COIL CLIP, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

ZIEMAN MANUFACTURING COMPANY

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

EX-10.13

Exhibit 10.13

Execution Version

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT, made this 11^th 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, 30^th 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 Agreement (as hereinafter defined), having an office at 106 Corporate Park Drive, White Plains, New York 10604, Attention: Florence Reap, KEYBANK, NATIONAL ASSOCIATION, having an office at 711 Westchester Avenue, White Plains, New York 10604, HSBC BANK USA, NATIONAL ASSOCIATION, having an office at 250 North Aveneu, 2nd Floor, New Rochelle, NY 10801, Attn: Robert H. Rogers, Jr., and each other financial institution which from time to time may become a lender under the Credit Agreement (as hereinafter defined) and has executed a joinder hereto in accordance with Section 12(e) hereof (collectively, together with their respective successors and assigns that execute a joinder hereto, the “Lenders”) (provided, however that any such financial institution shall in any event be deemed for the purposes hereof to have executed such joinder upon becoming such a lender and shall be subject to and entitled to the benefits of the terms hereof); and

JPMORGAN CHASE BANK, N.A. having an office at JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th Floor, New York, New York 10004, Attn: Institutional Trust Services, (i) in its capacity as administrative agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), (ii) in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below) and (iii) in its capacity as security trustee for the benefit of the Holders (in such capacity, together with its successors and assigns in such capacity, the “Trustee”; the Trustee and the Collateral Agent are hereinafter collectively referred to as the “Creditors”).

WITNESSETH

WHEREAS:

A. Kinro, Inc., an Ohio corporation (“Kinro”), and Lippert Components, Inc., a Delaware corporation (“Lippert Components” and together with Kinro, collectively, the

“Borrowers”), have entered into an Amended and Restated Credit Agreement, dated as of February 11, 2005 (the “Credit Agreement”), with the Lenders and the Administrative Agent, pursuant to which the Lenders have agreed to make loans and issue letters of credit to the Borrowers in an aggregate principal amount not to exceed $60,000,000 (subject, however, to further increase in an amount of up to $30,000,000 pursuant to Section 2.06A of the Credit Agreement) (the outstanding loans and the amount drawn under the letters of credit and not reimbursed are hereinafter referred to collectively as the “Loans”);

B. The Borrowers’ parent, Drew Industries Incorporated (“Drew”), and certain subsidiaries of Drew and the Borrowers (collectively, the “Subsidiary Guarantors”) have agreed to jointly and severally guarantee the obligations of the Borrowers under the Credit Agreement;

C. All of the indebtedness, liabilities and obligations of the Borrowers under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and of Drew and the Subsidiary Guarantors under each of the Loan Documents to which they are parties, whether now existing or hereafter arising (“Lender Indebtedness”), is secured by the grant by each of Drew, the Borrowers, Kinro Holding, Inc., Lippert Components Holding, Inc., Lippert Tire & Axle Holding, Inc., and Lippert Tire & Axle, Inc. (collectively, the “Pledgors”) to the Collateral Agent, for the ratable benefit of the Secured Parties, of liens on and security interests in all of the capital stock, partnership interests, membership interests and other equity ownership interests in each of its Subsidiaries owned by it and all proceeds thereof (all such collateral is more specifically described on Exhibit A hereto and is hereinafter referred to as the “Common Collateral”);

D. Pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Note Purchase Agreement”), by and among Drew and the Borrowers, on the one hand, and Prudential and each of the holders from time to time of the Senior Notes, on the other hand, certain affiliates of Prudential (collectively, the “Prudential Affiliates”) may, in their sole discretion and within limits which may be prescribed for purchase by Prudential and the Prudential Affiliates from time to time, purchase senior secured promissory notes issued by the Borrowers in an aggregate principal amount of up to $60,000,000 (the “Senior Notes”), upon the terms and subject to the conditions set forth therein;

E. Drew and certain of the Subsidiary Guarantors have agreed to jointly and severally guarantee the obligations of the Borrowers under the Note Purchase Agreement and the Senior Notes;

F. All of the indebtedness, liabilities and obligations (including, without limitation, any Yield-Maintenance Amount (as defined in the Note Purchase Agreement)) of the Borrowers to the Holders and the Trustee under the Note Purchase Agreement, the Senior Notes and the other Transaction Documents (as defined in the Note Purchase Agreement) and of Drew and the Subsidiary Guarantors under each of the Transaction Documents to which they are parties, whether now existing or hereafter arising (the “Senior Note Obligations”), are or will be secured by the grant by each of the Pledgors to the Trustee, for the ratable benefit of the Holders, of liens on and security interests in the Common Collateral; and

G. The parties desire to confirm, as among themselves, their relative rights and priorities with respect to the Common Collateral.

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NOW, THEREFORE, in consideration for the mutual covenants set forth herein and intending to be legally bound hereby the parties hereto agree as follows:

1 Priorities Regarding Common Collateral.

Notwithstanding anything to the contrary contained in or arising from any note, agreement, instrument or document now or hereafter executed and delivered by the Lenders, the Administrative Agent, the Collateral Agent, the Trustee, the Holders or the Pledgors in connection with any of the Credit Agreement, the Loans, the Lender Indebtedness, the Senior Note Obligations, the Note Purchase Agreement or the Senior Notes, including, without limitation, the terms and conditions of any promissory note, security agreement or pledge agreements executed and delivered by the Pledgors to the Lenders, the Administrative Agent, the Collateral Agent, the Trustee or the Holders, or any instrument or document executed and delivered in connection therewith, or otherwise, and irrespective of (a) the time, order or method of any attachment, perfection, filing or recording of any security interest in, or lien upon, the Common Collateral, including, without limitation, any prior perfection of a security interest or lien by the Lenders, the Collateral Agent or the Administrative Agent or the existence of any present or future filing of financing statements under the Uniform Commercial Code or other filings or recordings under any other law of any jurisdictions which is applicable or in which such filing or recording has been made, or (b) the provisions of the Uniform Commercial Code or any other law of any jurisdiction which is applicable:

(a) the priorities of the liens and security interests of the Collateral Agent and the Trustee in the Common Collateral shall rank first and equal to each other, and shall be senior and prior to any other liens and security interests in the Common Collateral; and

(b) Until (i) payment in full in cash of all of the Lender Indebtedness (and the termination of the Revolving Credit Commitments (as defined in the Credit Agreement) and the LC Exposure (as defined in the Credit Agreement) being zero) or (ii) payment in full in cash of all of the Senior Note Obligations (and the termination of the Facility (as defined in the Note Purchase Agreement)), whichever of (i) or (ii) shall occur first, all of the Common Collateral shall be held for the mutual benefit of the Collateral Agent, for the benefit of the Secured Parties, and the Trustee, for the benefit of the Holders, and all of the proceeds of the Common Collateral (including, without limitation, any net proceeds received by any Creditor in connection with any sale, exchange, foreclosure or other disposition of the Common Collateral) shall be allocated to the Collateral Agent and the Trustee and applied against the Lender Indebtedness and the Senior Note Obligations on a pro rata basis based upon the aggregate principal amount of the then outstanding Loans and the aggregate principal amount of the then outstanding indebtedness evidenced by the Senior Notes (such proportionate allocation is hereafter referred to as the “Pro Rata Allocation”). The Trustee shall then allocate such proceeds to the Holders on a pro rata basis based upon the aggregate principal amount of outstanding Senior Notes held by the Holders.

2 Provisions Relating to Bankruptcy of Pledgors and Subsidiaries;

   Foreclosure on Common Collateral and Set-Offs.

(a) In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, assignment for the benefit of creditors or other similar proceeding relative to any of

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the Pledgors or any of their respective Subsidiaries (as defined in the Note Purchase Agreement and the Credit Agreement), whether voluntary or involuntary, under any law now or hereafter in effect (ii) any proceeding for the voluntary liquidation, dissolution or other winding-up of any of the Pledgors or any of their respective Subsidiaries and whether or not involving insolvency or bankruptcy proceedings, or (iii) any foreclosure on or other similar action with respect to all or any portion of the Common Collateral, then, and in any such event, any payment or other distribution of any character, whether in cash, securities or other property out of or in respect of the Common Collateral or any proceeds thereof shall be shared by the Collateral Agent, for the benefit of the Secured Parties, and the Trustee, for the benefit of the Holders, and applied against the Lender Indebtedness and the Senior Note Obligations in accordance with the Pro Rata Allocation. This Agreement shall continue in full force and effect notwithstanding the commencement of any action, event or proceeding described in clauses (i) or (ii) of the preceding sentence.

(b) If either of the Creditors shall have received any payment or distribution out of any of the assets of the Pledgors or their respective Subsidiaries constituting a part of the Common Collateral, whether arising out of or as a result of any event described in subparagraph (a) above or otherwise, such Creditor shall hold such payment or distribution in trust as trustee of an express trust, for the benefit of itself and the other Creditor, shall not commingle such payment or distribution with its other assets, and shall promptly take all action necessary to cause such payment or distribution to be distributed (i) first, to the payment or reimbursement of any expenses and fees of the Creditors hereunder or under any Loan Document (as defined in the Credit Agreement) or Transaction Document (as defined in the Note Purchase Agreement), whether such amounts are payable to indemnify the Creditors, to pay the fees of the Creditors, to reimburse the Creditors for any expenses incurred in connection with the maintenance, protection, enforcement, sale or realization of any of the Common Collateral or otherwise, and (ii) second, in accordance with the Pro Rata Allocation as provided in subparagraph (a) above.

(c) If any amounts received by any Creditor and distributed pursuant to Section 1 or 2(a) above subsequently are required to be repaid by one or more, but less than all, of the Secured Parties or the Holders which received such distribution to a trustee, receiver or any other party under any bankruptcy law, state, provincial or Federal law, common law or in equity, then each other Secured Party and Holder which received a distribution but was not required to repay the same shall, upon receipt of written notice from any such Secured Party or Holder which was required to repay such amount, pay to such party (or parties) a pro rata share of the distribution received by it and necessary to result in the aggregate amount not repaid being distributed in the manner contemplated by Section 1 or Section 2(a) above, as applicable.

3 Additional Provisions Regarding Common Collateral.

The Trustee hereby appoints the Collateral Agent as its agent to perfect by possession, as the bailee of the Trustee, its lien in any of the Collateral which is perfectible by possession and that is, at any time, delivered to and in the possession of the Collateral Agent, subject always to the terms of this Agreement, and the Collateral Agent hereby accepts such appointment. If either of the Creditors shall, at any time have possession or control of any of the Common Collateral, such Creditor shall hold or control such Common Collateral for the benefit of itself and the other Creditor, in accordance with the Pro Rata Allocation, for so long as each Creditor shall have a security interest therein. Upon (i) payment or other satisfaction in full of all

4

the Lender Indebtedness (and the termination of the Revolving Credit Commitments and the LC Exposure being zero), or (ii) payment or other satisfaction in full of all the Senior Note Obligations (and the termination of the Facility), as the case may be, the Creditor acting on behalf of the holders of the obligations that were paid in full (and who were obligated in respect of the Revolving Credit Commitments (or the Letters of Credit (as defined in the Credit Agreement)) or the Facility, as the case may be) shall assign and deliver to the other Creditor, as directed in writing by such other creditor, without representation, warranty or recourse of any kind, all such Common Collateral then in the possession of such Creditor, and in so doing, such Creditor shall thereupon be discharged from further responsibility with respect thereto.

4 Injunctive Relief.

Each party hereto acknowledges that the breach by it of any of the provisions of this Agreement is likely to cause irreparable damage to the other parties. Therefore, the relief to which any party shall be entitled in the event of any such breach or threatened breach shall include, but not be limited to, a mandatory injunction for specific performance, judicial relief to prevent a violation of any of the provisions of this Agreement, damages and any other relief to which it may be entitled at law or in equity.

5 No Rights for Third Parties.

This Agreement is intended to establish the relative priorities among the Creditors, the Administrative Agent, the Lenders and the Holders and their respective successors and assigns and shall not be deemed to create any rights or priorities in any other person or entity including, without limitation, the Pledgors.

6 Uniform Commercial Code .

Except as otherwise provided herein, the respective rights and priorities of the Creditors shall be governed by the Uniform Commercial Code as enacted in the State of New York or other applicable law.

7 Notices.

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand or recognized overnight courier or mailed by first class registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in the heading of this Agreement or in the Joinder Agreement pursuant to which any such person or entity became a party hereto, or to such other address as shall have been designated by notice duly given hereunder, and shall be effective upon receipt.

8 Amendment.

Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated except by a writing signed by all of the parties hereto.

 9Notice of Disposition and Removal of, or Resignation of Collateral Agent or

Trustee.

5

(a) The Administrative Agent and/or the Collateral Agent, on behalf of the Lenders, agrees to give Prudential and the Trustee, on behalf of the Holders, prompt written notice of the declaration of any default under the Credit Agreement or any of the other Loan Documents together with a copy of any notice given to the Borrowers or any of their respective Subsidiaries, relating to such default; provided, however, that the failure to give such notice shall not prejudice the rights of the Administrative Agent, the Collateral Agent or the Lenders.

(b) The Trustee, on behalf of Holders, agrees to give the Administrative Agent and the Collateral Agent, on behalf of the Lenders, prompt written notice of the declaration or decision by any of the Holders to act with respect to any default under the Note Purchase Agreement or the Senior Notes, together with a copy of any notice given to the Borrowers relating to such default; provided, however, that the failure to give such notice shall not prejudice the rights of the Trustee or the Holders.

(c) The Holders and the Lenders will give each other prior written notice of the removal or resignation of the Collateral Agent or the Trustee (as appropriate).

(d) Neither the Collateral Agent nor the Trustee can be removed unless consented to (i) in the case of the Collateral Agent, by persons holding at least 66 2/3% of the aggregate amount of outstanding Lender Indebtedness, and (ii) in the case of the Trustee, by the Required Holders (as defined in the Note Purchase Agreement). Neither the Collateral Agent nor the Trustee may be removed unless the other such Creditor shall be simultaneously removed.

10 Amendment of Credit Documents; Assignment of Security Interest.

Prior to (i) the payment in full of the Lender Indebtedness and the termination of the Revolving Credit Commitments (and the LC Exposure being zero), or (ii) the payment in full of the Senior Note Obligations and the termination of the Facility, and notwithstanding anything to the contrary contained in the Credit Agreement, the other Loan Documents, the Note Purchase Agreement, the Senior Notes or the other Transaction Documents,

(a) the Administrative Agent, the Collateral Agent and the Lenders shall not, without the prior written consent of the Required Holders, do any of the following:

                (i)            Amend, modify or supplement or agree to any amendment, modification or supplement of, or to, the Credit Agreement or any of the Loan Documents, except as otherwise permitted by the Note Purchase Agreement; or

(ii)           Sell, transfer, pledge, assign, grant a security interest in, or otherwise dispose of or encumber its interest as a secured party with respect to, the Common Collateral, except for (aa) such assignments or transfers to affiliates, and (bb) assignments and participations permitted under the Credit Agreement.

(b) The Trustee and the Holders shall not, without the prior written consent of the Required Lenders (as defined in the Credit Agreement), do any of the following:

                (i)            Amend, modify or supplement or agree to any amendment, modification or supplement of, or to, the Senior Notes, the Note Purchase Agreement or the other

6

Transaction Documents, except as otherwise permitted by the Credit Agreement.

                (ii)           Sell, transfer, pledge, assign, grant a security interest in, or otherwise dispose of or encumber its interest as a secured party with respect to, the Common Collateral except for (x) such assignments or transfers to affiliates, and (y) transfers permitted under the Note Purchase Agreement.

(c) Notwithstanding subparagraphs (a) and (b) above,

                (i)            without the written consent of the Collateral Agent, the Trustee and each of the parties hereto (A) no amendment shall be made to any provision of any Security Document (as hereinafter defined) that narrows the description of the Common Collateral or modifies in any way the description of the obligations secured by the Common Collateral (provided, however, that the consent of the Collateral Agent and the Trustee shall not be required for increases or decreases in the amount of the Revolving Credit Commitments or the Facility), and (B) there shall be no release of any security interest or lien on any of the Common Collateral; and

                (ii)           any amendment made to any of the Security Documents that changes the responsibilities of the Collateral Agent and/or the Trustee shall require the prior written consent of the Collateral Agent and/or the Trustee (as applicable).

11 Action by Creditors.

Prior to the payment in full of the Lender Indebtedness and the termination of the Revolving Credit Commitments (and the LC Exposure being zero) or the payment in full of the Senior Note Obligations and the termination of the Facility and notwithstanding anything to the contrary contained in the Credit Agreement, the other Loan Documents, the Note Purchase Agreement, the Senior Notes or the other Transaction Documents, neither of the Creditors may take any action with respect to the Common Collateral or enforce or exercise any rights, powers or remedies under any security agreements, pledge agreements or any other documents, instruments or agreements relating to the Common Collateral to which it is a party (the “Security Documents”), or under applicable law (in respect of the Common Collateral), upon the occurrence of any event of default under and as defined in the Credit Agreement or the Note Purchase Agreement or any event which, with the passage of time, or giving of notice, or both, would constitute such an event of default unless instructed to do so in writing by Lenders holding at least 66 2/3% of the aggregate amount outstanding at such time of Lender Indebtedness and by Holders holding at least 66 2/3% of the aggregate amount outstanding at such time of the Senior Note Obligations (collectively, the “Requisite Holders”). Upon receipt by either Creditor of written instructions from the Requisite Holders, such Creditor shall, subject to the provisions of Section 2.2(e) of the Trust Agreement (as defined in the Note Purchase Agreement) and Article VIII of the Credit Agreement, make such demands and give such notices under the Security Documents as may be set forth in such instructions, and take such actions to enforce the Security Documents and to foreclose upon, collect and dispose of the Common Collateral or any portion thereof as it may be directed to take pursuant to such instructions; provided that neither the Collateral Agent nor the Trustee shall be required to take any such action that is, in its opinion, contrary to law or the terms of this Agreement or any Security Document.

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12 Miscellaneous.

(a) If either of the Creditors shall receive any monies on account of the Common Collateral and the receipt thereof at such time is inconsistent with the provisions of Sections 1 and 2 of this Agreement, then such Creditor will hold the monies in trust as trustee of an express trust for the benefit of the other Creditor, shall not commingle such monies with any of its properties or assets, and shall promptly remit such monies to the other Creditor as may be necessary in order to cause such monies to be shared in accordance with the Pro Rata Allocation as provided in Section 1 or Section 2 hereof, as applicable.

(b) If either of the Creditors or any Secured Party or any Holder shall obtain or negotiate to obtain any additional document confirming, perfecting or otherwise affecting any of the security interests or liens on the Common Collateral, it shall;

                (i)            promptly notify the other Creditor that such document has been obtained or that it is negotiating to obtain such document; and

                (ii)           at the request and direction of the Lenders or the Holders, execute any documents presented to such Creditor to reflect the relative rights and priorities of the parties hereto (in accordance with Sections 1 and 2(a) hereof) with respect to the Common Collateral covered by such document.

(c) If any of the Common Collateral or any of the proceeds thereof shall come into the possession of any Secured Party or any Holder and the receipt thereof at such time is inconsistent with the provisions of Sections 1 and 2 (a) of this Agreement, the recipient thereof shall hold such proceeds in trust as trustee of an express trust for the benefit of the Creditors and the other Secured Parties and Holders, shall not commingle such monies with any of its properties or assets, and shall promptly deliver such Common Collateral or proceeds to the Collateral Agent (in the event such Common Collateral or proceeds are received by a Secured Party) or the Trustee (in the event such Common Collateral or proceeds are received by a Holder), as the case may be, to be allocated in accordance with the Pro Rata Allocation as provided by Section 1 or Section 2(a) hereof, as applicable.

(d) To the extent there is any conflict or inconsistency between the terms of this Agreement and any of the Credit Agreement, the Loan Documents, the Note Purchase Agreement, the Senior Notes or the Transaction Documents, or any document executed, delivered or issued pursuant thereto, with respect to the relative rights and priorities of the parties with respect to the Common Collateral, the terms of this Agreement shall control.

(e) All the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not. None of the parties hereto shall assign or transfer any interest in the Credit Agreement, the Loans, the other Loan Documents, the Note Purchase Agreement, the Senior Notes or the other Transaction Documents to any third party unless such assignee or transferee shall have executed and delivered to each of the other parties hereto, prior to the date of such assignment or transfer, a joinder hereto substantially in the form attached hereto as Exhibit B (the “Joinder Agreement”), pursuant to which the assignee or transferee agrees to be bound by this

8

Agreement.  In addition, Prudential shall cause any Prudential Affiliate that becomes an initial holder of Senior Notes (if such Prudential Affiliate is not already a party to this Agreement) to execute and deliver a Joinder Agreement concurrent with such Prudential Affiliate’s becoming a holder of Senior Notes.

(f) The headings in this Agreement are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

(g) This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto.

(h) THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES.

(i) Nothing contained in this Agreement is intended to or shall affect or limit, in any way, the rights that each of the parties hereto have with respect to third parties. The parties hereto specifically reserve all of their respective rights against the Pledgors and all other third parties.

(j) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(k) Each of the parties hereto agrees to execute and deliver, upon the request of any other, such documents and instruments (appropriate for filing, if requested) as may be necessary or appropriate to fully implement or to fully evidence the understanding and agreements contained in this Agreement. Prior to executing any document or instrument pursuant to this Section 12(k), the Collateral Agent or the Trustee, as the case may be, shall be entitled to receive and shall be fully protected in relying upon a written certification from the party requesting such action certifying that the execution and delivery of such document or instrument is authorized or permitted hereunder and under the Trust Agreement (as defined in the Note Purchase Agreement) and the Loan Documents, and that all conditions precedent in all such documents have been satisfied.

(l) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original. Delivery of an executed counterpart by facsimile shall be deemed to be effective as an original.

(m) Promptly upon receipt by the Collateral Agent or the Trustee of any written notice or other written communication relating to the taking of any enforcement action with respect to the Common Collateral, the release of any of the Common Collateral, the valuation or change in valuation of any of the Common Collateral or any other material written notice or communication from any Secured Party or any Holder regarding the Common Collateral, such Creditor shall

9

forward such notice or communication to (i) if received by the Collateral Agent, Prudential and the Trustee, on behalf of the Holders, and (ii) if received by the Trustee, to the Administrative Agent and the Collateral Agent, on behalf of the Lenders; provided, however, that the failure of the Collateral Agent or the Trustee so to forward any such notice or communication shall not give rise to a cause of action against it unless such failure is the result of the gross negligence or willful misconduct of the Collateral Agent or the Trustee, as the case may be; and provided, further, that neither Creditor shall be required to forward any notice or communication to any other person or entity that is also an addressee or recipient of such notice or communication.

(n) This Agreement is entered into solely for the purposes set forth herein, and, except as is expressly provided otherwise herein, none of the Secured Parties, the Holders or the Creditors assumes any responsibility to any other party hereto to advise such other parties of information known to such party regarding the financial condition of any Pledgor or regarding the Common Collateral or of any other circumstances bearing upon the risk of non-payment of the Lender Indebtedness or the Senior Note Obligations. Each Secured Party and each Holder shall be separately responsible for managing its relationship with the Pledgors and no Secured Party or Holder shall be deemed the agent of any other party for any purpose. This Agreement shall not be construed to be, or to create, any partnership, joint venture or other joint enterprise among the Secured Parties and the Holders or between or among the Secured Parties, the Holders and the Creditors.

(o)           For purposes of this Agreement and the agreements contemplated hereby, neither the Trustee or the Collateral Agent shall be deemed to have knowledge or possession of any information or document that is in the possession of JPMorgan Chase Bank, N.A. as a lender or in any other capacity unless such information is furnished directly to the Trustee or the Collateral Agent, as the case may be, in writing at the address and in the manner specifically required for notice to the Trustee or the Collateral Agent, as the case may be, by the terms hereof or of any other agreement to which the Trustee or the Collateral Agent, as the case may be, is a party.

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Exhibit 10.13

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement on the day and year first above written.

JPMORGAN CHASE BANK, N.A.

as Lender and Administrative Agent

By: /s/ Florence M. Reap

      ————————————————————

       Name: Florence M. Reap

       Title:   Vice President

JPMORGAN CHASE BANK, N.A.

as Trustee and Collateral Agent

By: /s/ Larry O’Brien

      ————————————————————

      Name: Larry O’Brien     

      Title:   Vice President

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By: /s/ Christopher Carey

      ————————————————————

      Name: Christopher Carey

      Title:   Vice President

KEYBANK, NATIONAL ASSOCIATION

By: /s/ Thomas J. Purcell

      ————————————————————

       Name: Thomas J. Purcell

       Title:   Senior Vice President

HSBC BANK USA, NATIONAL ASSOCIATION

By: /s/ Robert H. Rogers

      ————————————————————

      Name: Robert H. Rogers

      Title:   First Vice President

EX-10.14

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 is hereby made to the Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (as amended, supplemented, or modified from time to time, the “Note Purchase Agreement”) by and among the Co-Issuers 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 Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”), upon the terms and subject to the conditions set forth therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

Each Co-Issuer is a direct Subsidiary of the Company. The Credit Parties have made and may from time to time make loans and advances to other Credit Parties, subject to the terms and conditions contained in the Note Purchase Agreement, including, without limitation, the subordination of such obligations to the obligations of the Credit Parties under the Note Purchase Agreement and the other Transaction Documents. The obligations of the Noteholders to purchase the Notes is conditioned on, among other things, the execution and delivery by each Credit Party of a Subordination Agreement in the form hereof. In order to induce the Noteholders to enter into the Note Purchase Agreement and the Facility, the Credit Parties have agreed to enter into this Agreement with the Noteholders.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1 Definitions, Terms.  References to this “Agreement” shall be to this Subordination Agreement as amended, supplemented, or otherwise modified from time to time. The term “Senior Obligations” shall mean, collectively, the due and punctual payment of (i) the principal of, interest (including interest accruing during the pendency of any bankruptcy,

insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on, and Yield-Maintenance Amount (if any) payable with respect to, the Notes when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses, and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (w) of the Co-Issuers and the Company to one or more of the Noteholders under the Note Purchase Agreement, (x) of the Company under the Parent Guaranty, (y) of the Subsidiary Guarantors under the Subsidiary Guaranty, and (z) of the Co-Issuers and of the other Credit Parties under any Transaction Documents to which the Co-Issuers or such other Credit Parties are or are to be parties. The term “Subordinated Debt” shall mean any and all Indebtedness, obligations and liabilities that are or were at any time owed by any Credit Party to any other Credit Party (including all interest accrued or to accrue thereon up to the date of such full payment thereof) of every kind and nature whatsoever, whether represented by negotiable instruments or other writings, whether direct or indirect, absolute or contingent, due or not due, secured or unsecured, original, renewed, modified or extended, now in existence or hereafter incurred, originally contracted with the Credit Party or with another Person, and whether contracted alone or jointly and/or severally with another or others.

Section 2 Subordination.  Each Credit Party hereby agrees that all claims and demands, and all interest accrued or that may hereafter accrue thereon, in respect of any Subordinated Debt are subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all Senior Obligations. In furtherance of and not in limitation of the foregoing:

(a) no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of Subordinated Debt shall be made, if at the time of such payment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default;

(b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Credit Party or to its creditors, or to their respective properties, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Obligations shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations (including interest thereon accruing after the commencement of any such proceedings, whether or not allowed or allowable as a claim in such proceedings) and the Facility shall be terminated, before the holders of the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt;

(c) in the event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances

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when the provisions of the foregoing paragraphs (a) or (b) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an event of default shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations before the holders of the Subordinated Debt (including any Credit Party) are entitled to receive any payment or other distribution on account of the Subordinated Debt;

(d) in the event that, notwithstanding the occurrence of any of the events described in paragraphs (a), (b) and (c), any such payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Debt (including any Credit Party) before all Senior Obligations are finally and indefeasibly paid in full in cash and the Facility shall have terminated, such payment or distribution shall be held in trust for the benefit of, and shall be promptly paid over or delivered to the holders of such Senior Obligations or their representative or representatives, or as their respective interests may appear, for application to the payment of all Senior Obligations remaining unpaid to the extent necessary to pay such Senior Obligations in full in cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holders of such Senior Obligations;

(e) no holder of Senior Obligations shall be prejudiced in its right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Credit Party; and

(f) no payment on any Subordinated Debt shall be made to or for the benefit of any of the Administrative Agent (as such term is defined in the Bank Credit Agreement) or the Bank Lenders in respect of any Indebtedness under, or in respect of, the Bank Credit Agreement, unless concurrently therewith payment shall be made on the Senior Obligations to the holders thereof on a pari passu basis; nor shall assignment or other transfer of any instrument evidencing any Subordinated Debt be made to or for the benefit of the Administrative Agent or the Bank Lenders or any other Indebtedness under, or in respect of, the Bank Credit Agreement, unless the holders of the Senior Obligations (or the Security Trustee, as appropriate) shall concurrently therewith receive an assignment or transfer of equal priority on a pari passu basis.

Section 3 No Payment or Security .  Each Credit Party agrees not to make payment (except if permitted under Section 2(a) hereof) of, or give any security for or grant any Lien on its property or assets in respect of, any Subordinated Debt.

Section 4 Waiver, No Limitations.

(a) Each Credit Party waives any and all notice of the acceptance of the subordination hereunder and of the creation or accrual of any of the Senior Obligations or of any renewals, extensions, increases, or other modifications thereof from time to time, or of the reliance of any Noteholder upon this Agreement.

(b) Nothing contained herein shall constitute or be deemed to be a waiver or to limit any rights in any insolvency proceeding or under applicable law of any Noteholder, including in respect of any claim that any payment in respect of Subordinated Debt, whether or

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not permitted under Section 2 hereof, is a preferential transfer or otherwise should be set aside or recovered for the benefit of creditors of any Credit Party.

Section 5 No Impairment of Subordination.  Each holder of Subordinated Debt hereby consents that the liability of each Credit Party or of any other party for or upon the Senior Obligations may, from time to time, in whole or in part be renewed, increased, extended, or modified, in any and all respects, or accelerated, compromised, settled or released, and that any collateral security and Liens for the Senior Obligations, or any guarantee or other accommodation in respect thereof may, from time to time, in whole or in part, be exchanged, sold, released or surrendered by any Noteholder, as it may deem advisable, or that any security interest may be unperfected, and that the financial condition, legal status, corporate structure or identity, entity classification, affiliation, or any other characteristic affecting any Credit Party, or affecting any Senior Obligation, may change in any respect whatsoever, and any other fact or circumstance may occur that would, but for this specific provision to the contrary, relieve such holder of Subordinated Debt from the provisions of this Agreement, all without impairing the subordination contained in this Agreement and without any notice to or assent from such holder of Subordinated Debt.

Section 6 Proof of Claim, Past Default.

(a) Each holder of Subordinated Debt hereby irrevocably authorizes the Noteholders and irrevocably constitutes and appoints the Noteholders as its attorney in fact with full power (coupled with an interest, and with power of substitution) in the name, place and stead of such holder of Subordinated Debt and whether or not a default exists with respect to the Subordinated Debt, to file proofs of claim for the full, amount of the Subordinated Debt held by it against any obligor in respect thereof or such obligor’s property in any statutory or non-statutory proceeding affecting such obligor or the Subordinated Debt or any other proceeding and to vote the full amount of the Subordinated Debt (i) for or against any proposal or resolution; (ii) for a trustee or trustees or for a committee of creditors; or (iii) for the acceptance or rejection of any proposed arrangement, plan of reorganization, composition, settlement or extension and in connection with any such proceeding.

(b) After the occurrence and during the continuation of a Default or Event of Default or any event described in paragraphs 2(b) or 2(c), should any payment or distribution or collateral security or proceeds of any collateral security be received or collected by the holder of any Subordinated Debt for or on account of any Subordinated Debt, prior to the time that all Senior Obligations have been fully, finally, and indefeasibly paid in cash and the Facility has been terminated, such holder of Subordinated Debt shall forthwith deliver the same to the Noteholders, in precisely the form received (with the endorsement of such holder of Subordinated Debt where necessary), for application on account of the Senior Obligations (or, in the case of collateral security, delivery to the Security Trustee, for such application thereby) and such holder of Subordinated Debt agrees that, until so delivered, the same shall be deemed received by such holder of Subordinated Debt as trustee for the Noteholders in trust for the Noteholders; and in the event of the failure of such holder of Subordinated Debt to endorse any instrument for the payment of money so received payable to its order, the Noteholders or any officer or employee thereof is hereby irrevocably constituted and appointed attorney in fact for such holder of Subordinated Debt, with full power (coupled with an interest and with full power

4

of substitution) to make any such endorsement. In the event that such holder of Subordinated Debt fails to make such delivery, such holder of Subordinated Debt agrees to immediately pay to the Noteholders an amount equivalent to any such payment or the value of such security received.

(c) No holder of Subordinated Debt will take or omit to take any action or assert any claim with respect to the Subordinated Debt or otherwise which is inconsistent with the provisions of this Agreement. Without limiting the foregoing, no holder of Subordinated Debt will assert, collect or enforce the Subordinated Debt or any part thereof or take any action to foreclose or realize upon the Subordinated Debt or any part thereof or enforce any of the documents, instruments or agreements evidencing the same except(a) in each such case as necessary, so long as no Default or Event of Default has occurred and is then continuing under the Note Purchase Agreement or would occur after giving effect thereto, to collect any sums expressly permitted to be paid pursuant to Section 2(a), to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. Until the Senior Obligations have been finally paid in full in cash, no holder of Subordinated Debt shall have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever from any assets of any Credit Party or any guarantor of or provider of collateral security for the Senior Obligations. Each holder of Subordinated Debt further waives any and all rights with respect to marshalling.

Section 7 No Transfer.  Each Credit Party represents and warrants to the Noteholders that such Credit Party has not granted any security interest in or made any other transfer or assignment of any Subordinated Debt (except to (x) the Security Trustee for the ratable benefit of the Noteholders and (y) concurrently herewith, and on a pari passu basis, to the Collateral Agent for the benefit of the Administrative Agent and the Bank Lenders pursuant to the subordination agreement contemplated by the Bank Credit Agreement) and agrees that such Credit Party will not grant a security interest in, or Lien upon, any of its properties or assets in respect of any Subordinated Debt (whether now outstanding or hereafter arising) or make any other sale, transfer or assignment of any Subordinated Debt (except to or as designated by the Noteholders). The holders of the Subordinated Debt will not, at any time this Agreement is in effect, modify any of the terms of any of the Subordinated Debt or any documents, instruments or agreements evidencing same.

Section 8 Instruments.  Each Credit Party represents and warrants to the Noteholders that as of the date hereof the Subordinated Debt is not represented by any instruments or other writings. Each Credit Party agrees that at no time hereafter will any part of the Subordinated Debt be represented by any instruments or other writings, except such instruments or other writings, if any, (a) that in each case bear a legend clearly referring to this Agreement and setting forth that the obligations represented by such instruments or writings are subject to the subordination hereunder, and (b) true copies of which shall have been delivered to the Noteholders (or its agent or trustee) promptly after execution thereof. Subordinated Debt not evidenced by an instrument or document shall nevertheless be deemed subordinated by virtue of this Agreement.

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Section 9 Statements of Account, Books and Records.  Each holder of Subordinated Debt further hereby agrees that it will render to any Noteholder upon demand, from time to time, a statement of the account of each Credit Party with it. Each holder of Subordinated Debt agrees that its respective books and records, and financial statements, will appropriately show that the Subordinated Debt is subject to this Agreement.

Section 10 Other Subordination Provisions.  The subordination hereunder shall be in addition to, and shall not limit or be limited by, any subordination provisions contained in the Subsidiary Guaranty, the Parent Guaranty or any other Transaction Document.

Section 11 Representation and Warranties.  Each Credit Party represents and warrants to the Noteholders that all representations and warranties relating to it in the Note Purchase Agreement are true and correct.

Section 12 Amendment; Waiver.  No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Noteholders. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in the same, similar or other circumstances. No waiver of any breach or default of or by any Credit Party under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

Section 13 Survival; Severability.

(a) All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Note Purchase Agreement or any Transaction Document (a) shall be considered to have been relied upon by the Noteholders and shall survive the purchase of the Notes, and the execution and delivery to the Noteholders of any Notes, regardless of any investigation made by the Noteholders, and (b) shall continue in full force and effect as long as any of any of the Notes are outstanding and unpaid and the Facility has not been terminated.

(b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

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Section 14 Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. No Credit Party may assign or transfer any of its rights or obligations hereunder except as expressly contemplated by this Agreement, the Note Purchase Agreement or the Transaction Documents (and any such attempted assignment shall be void).

Section 15 GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Section 16 Headings.  The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

Section 17 Notices. Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in paragraph 12I of the Note Purchase Agreement. Communications and notices to any Credit Party shall be given to it at its address set forth in Schedule II hereto.

Section 18 Counterparts; Additional Parties.

(a) This Agreement may be executed in separate counterparts (a facsimile of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

(b) The Company shall cause each Person that becomes a direct or indirect Subsidiary of the Company (if such Person is not already a party to this Agreement) to execute and deliver a supplement hereto in the form of Exhibit 18(b) hereto concurrent with such Person’s becoming a direct or indirect Subsidiary of the Company. Upon execution and delivery after the date hereof by such new Subsidiary of such supplement, such Subsidiary shall become a party hereto with the same force and effect as if originally named herein. The execution and delivery of such supplement shall not require the consent of any Credit Party. The rights and obligations of each Credit Party and each other holder of Subordinated Debt hereunder shall remain in full force and effect notwithstanding the addition of, or the failure to add, any Person as a party hereto, in each case whether or not required under the Note Purchase Agreement. Prudential acknowledges and agrees that any Prudential Affiliate that becomes an initial holder of Notes (if such Prudential Affiliate is not already a party to this Agreement) shall be deemed to be a party hereto upon its execution and delivery of a Confirmation of Acceptance with respect to such Notes, whereupon such Prudential Affiliate shall become a party hereto with the same force an effect as if originally named herein.

Section 19 Jurisdiction, Consent to Service of Process.

(a) Each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New

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York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Note Purchase Agreement or the Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Noteholder may otherwise have to bring any action or proceeding relating to this Agreement, the Note Purchase Agreement or the Transaction Documents against any Credit Party or its properties in the courts of any jurisdiction.

(b) Each Credit Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 20 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE PURCHASE AGREEMENT, THE NOTES OR THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 21 TERMINATION OF SUBORDINATION.   This Agreement shall continue in full force and effect, and the obligations and agreements of the Credit Parties hereunder shall continue to be fully operative, until all of the Senior Obligations shall have been paid and satisfied in full in cash and such full payment and satisfaction shall be final and not avoidable. To the extent that the Co-Issuers or any guarantor of or provider of collateral for the Senior Obligations makes any payment on the Senior Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Obligations that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Noteholder, an Event of Default shall be deemed to have existed and to be continuing under the Note Purchase Agreement from the date of such Noteholder’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Noteholder. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of such Noteholder’s initial receipt of such Voided Payment and such payments have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Noteholders, and such holder of Subordinated Debt hereby agrees to pay to such Noteholder, upon demand, the full amount so received by such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to such Noteholder the amount of such Voided Payment. Upon the payment and satisfaction in full in cash of all of the Senior Obligations, which payment shall be final and not avoidable, this Agreement will automatically terminate without any additional action by any party hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Executive Vice President and Chief
                   Financial Officer

KINRO, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT TIRE & AXLE, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

KINRO HOLDING, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Chief Financial Officer

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LIPPERT TIRE & AXLE HOLDING, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Chief Financial Officer

LIPPERT HOLDING, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Chief Financial Officer

KINRO MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

       —————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS MANUFACTURING, INC.

By: /s/ Fredric M. Zinn

       —————————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT COMPONENTS OF CANADA, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

COIL CLIP, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

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ZIEMAN MANUFACTURING COMPANY
By: /s/ Fredric M. Zinn
—————————————————
Name: Fredric M. Zinn
Title:   Vice President
KINRO TEXAS LIMITED PARTNERSHIP
	By:  KINRO MANUFACTURING, INC., its general partner
		By: /s/ Fredric M. Zinn
		—————————————————
		Name: Fredric M. Zinn
		Title:   Vice President
KINRO TENNESSEE LIMITED PARTNERSHIP
	By:  KINRO MANUFACTURING, INC., its general partner
		By: /s/ Fredric M. Zinn
		—————————————————
		Name: Fredric M. Zinn
		Title:   Vice President
LIPPERT TIRE & AXLE TEXAS LIMITED PARTNERSHIP
	By:  LIPPERT COMPONENTS MANUFACTURING,         INC.,  its general partner
		By: /s/ Fredric M. Zinn
		—————————————————
		Name: Fredric M. Zinn
		Title:   Vice President

12

BBD REALTY TEXAS LIMITED PARTNERSHIP
	By:    KINRO MANUFACTURING, INC.,           its general partner
		By: /s/ Fredric M. Zinn
		—————————————————
		Name: Fredric M. Zinn
		Title:   Vice President
LIPPERT COMPONENTS TEXAS LIMITED PARTNERSHIP
	By:    LIPPERT COMPONENTS MANUFACTURING,            INC.,  its general partner
		By: /s/ Fredric M. Zinn
		—————————————————
		Name: Fredric M. Zinn
		Title:   Vice President
LD REALTY, INC.
By: /s/ Fredric M. Zinn
—————————————————
Name: Fredric M. Zinn
Title:   Vice President
LTM MANUFACTURING, L.L.C.
By: /s/ Fredric M. Zinn
—————————————————
Name: Fredric M. Zinn
Title:   Vice President
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By: /s/ Christopher Carey
—————————————————
Name: Christopher Carey
Title:   Vice President

13

EX-10.15

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 collectively referred to as the “Pledgors” and each individually as a “Pledgor”) in favor of JPMORGAN CHASE BANK, N.A., as security trustee (in such capacity, the “Trustee”) for the benefit of the Noteholders (as hereinafter defined).

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 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 Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Note Agreement.

The Parent and each other Pledgor (other than the Co-Issuers) has jointly and severally guaranteed all liabilities and obligations of the Co-Issuers under and in respect of the Notes and the Note Agreement. The Noteholders’ agreement to enter into the Note Agreement and to consider the purchase from time to time of Notes under the Facility is subject, among other conditions, to receipt by the Trustee, on behalf of the Noteholders, of this Pledge Agreement duly executed by the Pledgors. Each Pledgor wishes to grant security interests in favor of the Trustee, for the benefit of the Trustee and the Noteholders, in certain of the issued and outstanding capital stock, member interests, partnership interests and other ownership interests of all Subsidiaries of such Pledgor in accordance herewith to secure such Pledgor’s obligations and liabilities in respect of the Notes, the Note Agreement and the other Transaction Documents.

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Exhibit 10.15

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I 

Section 1.01.Definitions.In addition to the terms defined above, the following words and terms shall have the respective meanings, and it is hereby agreed with respect thereto, as follows:

“Agreement”  shall mean this Pledge and Security Agreement, as it shall be amended, supplemented or otherwise modified from time to time.

“Obligations”  shall mean, collectively, (a) the due and punctual payment of (i) the principal of, Yield-Maintenance Amount or other premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes when and as due, whether at maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (w) of the Co-Issuers under the Note Agreement, (x) of the Parent under the Parent Guaranty, (y) of the Subsidiary Guarantors under the Subsidiary Guaranty, (z) of the Co-Issuers and of the other Credit Parties under any other Transaction Documents (including this Agreement) to which the Co-Issuers or such other Credit Parties are or are to be parties and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Co-Issuers under or pursuant to the Note Agreement and of the Co-Issuers and of the other Credit Parties under the other Transaction Documents (including the Parent Guaranty, the Subsidiary Guaranty and this Agreement).

“LLC”  shall have the meaning given thereto in Schedule III.

“LLC Documents”  shall have the meaning given thereto in Schedule III.

“Member”  shall mean any member or manager in an LLC.

“Partner”  shall mean any partner in a Partnership.

“Partnership”  shall have the meaning given thereto in Schedule II hereto.

“Partnership Documents”  shall have the meaning given thereto in Schedule II hereto.

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Exhibit 10.15

ARTICLE II 

Section 2.01. Pledge and Grant of Security Interest.

(a) As security for the payment and performance in full of its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Trustee and grants to the Trustee for its benefit and the ratable benefit of the Noteholders, a first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s (A) partnership interests and related rights described in Schedule II, (B) limited liability company membership interests and related rights described in Schedule III and (C) any other partnership interests, limited liability company membership interests or other equity interests in any Subsidiary obtained in the future by such Pledgor (collectively, the “Pledged Interests”), (iii) all other property that may be delivered to and held by the Trustee (or its designee as provided in Section 2.01(b)) pursuant to the terms hereof, (iv) subject to Section 2.05, all payments of dividends and distributions, including, without limitation, all cash, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the “Collateral”). The Trustee acknowledges that the security interest in the Collateral granted herein ranks equally with and shall be pari passu with the security interest in the Collateral granted to the Collateral Agent, for the benefit of the Bank Lenders, pursuant to the Pledge Agreement (as defined in the Bank Credit Agreement) and that the respective rights of the Collateral Agent and the Trustee with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement.

(b) Upon delivery to the Trustee (or its designee as set forth below), any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Trustee, a duly executed Consent, Waiver and Recognition Agreement substantially in the form of Exhibit A hereto from each of the companies listed on Schedule II and Schedule III hereto, and by such other instruments and documents as the Trustee may request. Without limiting Section 2.02(b), (i) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Trustee may request, and (ii) upon the grant of a security interest in partnership interests, limited liability company

3

Exhibit 10.15

membership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and delivered to the Trustee (or its designee as set forth below) such instruments of consent, waiver, and recognition, from the issuer and other equity holders thereof (having provisions comparable to the Consent, Waiver and Recognition Agreement substantially in the form of Exhibit A hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Trustee shall require) as the Trustee may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, securities entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I, Schedule II or Schedule III, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Trustee in any Pledged Securities or Pledged Interests). Each schedule so delivered (except to the extent in error) shall supersede any prior schedules so delivered. So long as the obligations arising under or in respect of the Bank Credit Agreement are subject to the Intercreditor Agreement, the Trustee hereby designates the Collateral Agent to receive and hold any and all certificates, instruments, stock powers or other items evidencing the Collateral on behalf of the Trustee subject to, and in accordance with, the terms and provisions of the Intercreditor Agreement.

Section 2.02. Deliveries.

(a) Each Pledgor agrees promptly (i) to deliver or cause to be delivered to the Trustee (or its designee as provided in Section 2.01(b)) any and all Pledged Securities, and any and all certificates or other instruments or documents representing Collateral, and any other instruments referred to in Section 2.01(b)(i) endorsed to the Trustee (or its designee as provided in Section 2.01(b)) or in blank by an effective endorsement, or (ii) to cause the certificate to be registered in the name of the Trustee (or its designee as provided in Section 2.01(b)), upon original issue or registration of transfer by the issuer thereof.

(b) Upon execution and delivery hereof there shall be delivered to the Trustee a duly executed Consent, Waiver, and Recognition Agreement substantially in the form of Exhibit A hereto in respect of each Partnership and LLC.

(c) With respect to such of the Collateral as constitutes an uncertificated security, (i) each Pledgor agrees to cause the issuer to register the Trustee (or its designee as provided in Section 2.01(b)) as the registered owner thereof, upon original issue or registration of transfer or (ii) the issuer agrees that it will comply with instructions with respect to such uncertificated security originated by the Trustee without further consent of the registered owner.

(d) With respect to such of the Collateral as constitutes a “security entitlement” as defined in Article 8 of the UCC, the Pledgor agrees to cause the securities intermediary to indicate by book entry that such security entitlement has been credited to a securities account of the Trustee.

(e) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any note or other instrument (other than an instrument which constitutes chattel paper under the UCC), such note or other instrument shall be immediately

4

Exhibit 10.15

pledged hereunder and a security interest therein hereby granted to the Trustee, and the same shall be duly endorsed without recourse or warranty in a manner reasonably satisfactory to the Trustee and delivered to the Trustee (or its designee as provided in Section 2.01(b)). If at any time any Pledgor’s right or interest in any of the Collateral becomes an interest in real property, such Pledgor immediately shall execute, acknowledge and deliver to Trustee (or its designee as provided in Section 2.01(b)) such further documents as the Required Holders reasonably deem necessary or advisable to create a first priority perfected mortgage lien in favor of the Trustee in such real property interest.

Section 2.03.  Representations; Warranties; Covenants. Each Pledgor hereby represents, warrants and covenants, to and with the Trustee and the Noteholders that:

(a) (i)  the Pledged Stock has been delivered to the Trustee (or its designee) in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Trustee hereunder, and the Pledged Interests represent the interests in the Partnerships and the LLCs as set forth in Schedule II and Schedule III, respectively;

(b) each Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Collateral indicated on Schedule I, Schedule II and Schedule III with respect to such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Collateral Agent for the benefit of the Bank Lenders on an equal priority and pari passu basis with the security interest created hereunder to secure the obligations of the Pledgors under or in respect of the Bank Credit Agreement for so long as the Intercreditor Agreement is in effect, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Trustee (or its designee as provided in Section 2.01(b)) and pledged or otherwise subject to the security interest created hereunder;

(c) each Pledgor (i) has the power and authority to pledge or grant a security interest in the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Trustee for the ratable benefit of the Noteholders against any and all other Liens, however arising, of all Persons whomsoever.

(d) no consent or approval (i) of any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Trustee, was or is necessary to the validity of the pledge or grant of a security interest effected hereby;

(e) (i) when the Pledged Securities, certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Trustee (or its designee as provided in Section 2.01(b)) in accordance with this Agreement, the Trustee will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and (ii) when Uniform Commercial Code

5

Exhibit 10.15

Financing Statements in the form of Exhibit B hereto naming the appropriate Pledgor in accordance with Schedule II or Schedule III (as applicable) as debtor and the Trustee as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, the Trustee will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the payment and performance of the Obligations;

(f) the pledge and the grant of a security interest effected hereby are effective to vest in the Trustee, on behalf of itself and the Noteholders, the rights of the Trustee in the Collateral as set forth herein.

Section 2.04. Registration in Nominee Name, Denominations; Further Assurances.

(a) The Trustee, on behalf of itself and the Noteholders, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities and Pledged Interests in its own name, the name of its nominee or designee or the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Trustee (or its designee as provided in Section 2.01(b)). Each Pledgor will promptly give to the Trustee copies of any notices or other communications received by it with respect to Pledged Securities or Pledged Interests. The Trustee shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement (and the surrender of any certificates to the issuer or any agent thereof for such purpose shall not constitute a release of the security interest of the Trustee in any such Pledged Securities represented thereby). If at any time the Pledged Interests are represented or evidenced by any certificates, the same shall promptly be delivered to the Trustee (or its designee as provided in Section 2.012(b)) in pledge hereunder together with any instruments of transfer requested by the Trustee.

(b) Each Pledgor agrees, at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Trustee may from time to time reasonably request to better assure, preserve, protect and perfect the pledge and the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the pledge, and the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith.

Section 2.05. Voting Rights; Dividends.

(a) Unless and until an Event of Default shall have occurred and be continuing;

(i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and powers accruing to them as owners of Pledged Securities and Pledged Interests for any purpose consistent with the terms of this Agreement, the Note Agreement and the other Transaction Documents; provided, however, that such action would not adversely affect the rights inuring to a holder of the Pledged Securities and Pledged Interests or the rights and remedies of any of the Noteholders or the Trustee under this Agreement or any other Transaction Document or the ability of the Noteholders or the Trustee to exercise the same.

6

Exhibit 10.15

(ii) Each Pledgor shall be entitled to receive and retain any and all cash dividends and distributions paid on the Pledged Securities and cash distributions in respect of the Pledged Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by, and otherwise paid in accordance with, the terms and conditions of the Note Agreement, the Intercreditor Agreement, the other Transaction Documents and applicable laws. All noncash dividends and distributions, and all dividends and distributions (whether in cash or otherwise) in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other payments, dividends, and distributions made on or in respect of the Pledged Securities or Pledged Interests, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or LLC Document or the admission or withdrawal of any Partner or Member, or received in exchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer or Partnership may be a party or otherwise, shall (except as otherwise provided in the preceding sentence) be and become part of the Collateral, and, if received by a Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Trustee and shall be forthwith delivered to the Trustee (or its designee as provided in Section 2.01(b)) in the same form as so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07).

(b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

(c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Trustee, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Trustee or its designee upon demand in the same form as so received (with any necessary endorsement) and shall be applied in accordance with the provisions of Section 2.07.

Section 2.06.  Possession, Sale of Collateral, Etc.

(a) Upon the occurrence and during the continuation of an Event of Default, the Trustee may sell or cause to be sold, whenever it shall decide, in one or more sales or parcels, at such prices as it may deem best, and for cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker’s board or at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except ten (10) days’ written notice to the Pledgor thereof of the time and place of such sale or

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Exhibit 10.15

other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the meaning of Section 9-611(b) of the UCC), and such other notices as may be required by applicable statute and cannot be waived), and any Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatever kind, including any equity of redemption, of any Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Trustee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Agreement, any Noteholder may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption of any Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for money then due and payable to such Noteholder by any Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Trustee may (in its sole and absolute discretion) determine. The Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Trustee shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Trustee nor any Noteholder shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the power of sale herein conferred upon it, the Trustee may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions.

(b) Each Pledgor hereby agrees that it will indemnify and hold the Trustee and the Noteholders, and their respective officers, directors, employees, agents, and representatives

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Exhibit 10.15

harmless (except for their own willful misconduct or gross negligence) from and against any and all claims with respect to the Collateral asserted both before and after the taking of actual possession or control of the Collateral by the Trustee pursuant to this Agreement, or arising out of any act or omission of any party other than the Trustee prior to such taking of actual possession or control by the Trustee, or arising out of any act or omission of such Pledgor, or any agents thereof, before or after the commencement of such actual possession or control by the Trustee. In any action hereunder, the Trustee shall be entitled to the appointment, without notice, of a receiver to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon such receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Trustee shall be entitled to apply, without prior notice to any Pledgor, any cash or cash items constituting Collateral in the possession of the Trustee to payment of the Obligations.

Section 2.07.Application of Proceeds.

(a) Each Pledgor hereby agrees that it shall upon the occurrence and during the continuation of an Event of Default, (i) immediately turn over to the Trustee (or its designee as provided in Section 2.01(b)) any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Trustee (or its designee as provided in Section 2.01(b)), the possession of which is required for the perfection of the Trustee’s security interest for its benefit and the ratable benefit of the Noteholders, all of which shall be held in trust for the benefit of the Trustee for its benefit and the ratable benefit of the Noteholders and not commingled prior to its coming into the Trustee’s (or its designee’s) possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting proceeds of any Collateral to be deposited directly in an account of the Pledgor (or any of them) with the Trustee and to cause such sums to be applied to the satisfaction of the Obligations.

(b) Subject to the terms of the Intercreditor Agreement, all proceeds from any collection or sale of the Collateral pursuant hereto, all Collateral consisting of cash, and all deposits in accounts of any Pledgor with the Trustee (or its designee as provided in Section 2.01(b)) shall be applied (i) first, to the payment of the fees and expenses of the Trustee incurred pursuant to, and any other Obligations payable to the Trustee under, this Agreement or any other Transaction Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Noteholders in respect of the Notes and the Note Agreement, pro rata as among the Noteholders in accordance with the amounts of such Obligations owed to them, and (iii) third, to the payment of the Obligations (other than those referred to above) pro rata as among the Noteholders in accordance with the amounts of such Obligations owed to them. Any amounts remaining after such applications shall be remitted to the Pledgors or as a court of competent jurisdiction may otherwise direct. The Trustee shall have absolute discretion as to the time of application of any such proceeds, cash, or balances in accordance with this Agreement.

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Exhibit 10.15

Section 2.08.  Power of Attorney.

(a) Each Pledgor does hereby irrevocably make, constitute and appoint the Trustee or any officer or designee thereof its true and lawful attorney-in-fact with full power in the name of the Trustee, and of such Pledgor, with power of substitution, to, upon the occurrence and during the continuation of an Event of Default, receive, open and dispose of all mail addressed to such Pledgor, to endorse any note, check, draft, money order, or other evidence of payment relating to the Collateral that may come into the possession of the Trustee, with full power and right to cause the mail of such Pledgor to be transferred to the Trustee’s own offices or otherwise; to communicate with any issuer of Pledged Securities or any Partnership or LLC; to commence or prosecute any suits, actions or proceedings to collect or otherwise realize upon any Collateral or enforce any rights in respect thereof; to settle, compromise, adjust or defend any claims in respect of any Collateral; to notify any issuer of Pledged Securities or any Partnership or LLC, or otherwise require them to make payment directly to the Trustee; to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do any and all other acts necessary or proper to carry out the intent of this Agreement and each other Transaction Document and the grant, confirmation and continuation of the security interests hereunder and thereunder. Such power of attorney is coupled with an interest and is irrevocable, and shall survive the bankruptcy, insolvency or dissolution of any or all of the Pledgors. Nothing herein contained shall be construed as requiring or obligating the Trustee or any Noteholder to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Trustee or any other Noteholder, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Trustee and the Noteholders shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The provisions of this Section shall in no event relieve any Pledgor of any of its obligations hereunder or under the other Transaction Documents with respect to the Collateral or any part thereof or impose any obligation on the Trustee to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Trustee or any Noteholders of any other or further right that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Transaction Document, by law or otherwise. Any sale of Collateral pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

(b) Without limiting the preceding paragraph, each Pledgor does hereby further irrevocably make, constitute and appoint the Trustee or any officer or designee thereof its true and lawful attorney-in-fact with full power in the name of the Trustee and of such Pledgor, with power of substitution, (i) to enforce all of such Pledgor’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of itself and the Trustee and the Noteholders, (ii) to enter into and perform such agreements as may be reasonably necessary in order to carry out the terms, covenants and conditions of this Agreement that are required to be observed or performed by such Pledgor, (iii) to execute such other and further mortgages, pledges and assignments of the Collateral and filings or recordations in respect thereof as the

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Exhibit 10.15

Trustee may require for the purpose of protecting, maintaining or enforcing the security interest of the Trustee hereunder for the ratable benefit of itself and the Noteholders, (iv) to act as authorized in the following Section hereof, and (v) to do any and all other things reasonably necessary or proper to carry out the intention of this Agreement and the grant, confirmation, continuation and perfection of the security interests hereunder. Such power of attorney is coupled with an interest and is irrevocable, and shall survive the insolvency, bankruptcy, or dissolution of any or all of the Pledgors.

Section 2.09.  Financing Statements, Direct Payments, Confirmation   Each Pledgor hereby authorizes the Trustee to file Uniform Commercial Code financing statements (and any other filings) required in connection with the perfection or preservation of the security interest hereunder in respect of all or any part of the Collateral, and amendments thereto and continuations thereof with regard to such Collateral, without such Pledgor’s signature, or, in the alternative, to execute such items on behalf of such Pledgor pursuant to the powers of attorney granted in the preceding Section. Each Pledgor further authorizes the Trustee to confirm with any issuer of Pledged Securities or any Partnership or LLC the amounts payable to such Pledgor with regard to the Collateral. Each Pledgor hereby further authorizes the Trustee upon the occurrence and during the continuation of an Event of Default to notify any issuer of Pledged Securities or any Partnership or LLC that all sums payable to such Pledgor relating to the Collateral shall be paid directly to the Trustee.

Section 2.10.   Termination.  The security interest granted hereunder shall terminate when all the Obligations have been fully, finally and indefeasibly paid and performed and the Facility has been terminated. Thereupon, the Trustee will, subject to the terms of the Intercreditor Agreement, return to the Pledgors the Pledged Securities and execute and deliver, at each Pledgor’s expense, UCC termination statements reasonably requested by such Pledgor evidencing the release of the security interest hereunder, all without recourse to or warranty by the Trustee.

Section 2.11.   Remedies Not Exclusive.  The remedies conferred upon or reserved to the Trustee and the Noteholders in this Article and elsewhere in this Agreement are intended to be in addition to, and not in limitation of any other remedy available to the Trustee and the Noteholders.

Section 2.12.   Securities Laws, etc.  In view of the position of the Pledgors in relation to the Pledged Securities and Pledged Interests, or because of other current or future circumstances, issues may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statue as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities or Pledged Interests permitted hereunder, the Pledgors understand that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Trustee if the Trustee were to attempt to dispose of all or any part of the Pledged Securities or Pledged Interests, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities or Pledged Interests could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Trustee in any attempt to dispose of all or part of the Pledged Securities or Pledged Interests under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. The Pledgors recognize that in light of the foregoing restrictions and limitations the Trustee may,

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Exhibit 10.15

with respect to any sale of the Pledged Securities or Pledged Interests, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities or Pledged Interests for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgors acknowledge and agree that in light of the foregoing restrictions and limitations, the Trustee, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or Pledged Interests or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser (including without limitation, any Partner or Member) to effect such sale. The Pledgors acknowledge and agree that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Trustee shall incur no responsibility or liability for selling all or any part of the Pledged Securities or Pledged Interests at a price that the Trustee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Trustee sells.

Section 2.13.   No Assumption of Liability.  The pledge and security interest hereunder is granted as security only and shall not subject the Trustee or any Noteholder to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of any of the Collateral. Each Pledgor shall remain liable to, at its own cost and expense, duly and punctually observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, including, without limitation, the Partnership Documents and the LLC Documents, all in accordance with the terms and conditions thereof, and each Pledgor agrees to indemnify and hold harmless the Trustee and the Noteholders from and against any and all liability for such performance.

ARTICLE III

MISCELLANEOUS

Section 3.01.   No Discharge.  All rights of the Trustee hereunder, the security interest granted hereunder, and the obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way diminished by (i) any lack of validity or enforceability of the Note Agreement, any other Transaction Document (including this Agreement, the Parent Guaranty or the Subsidiary Guaranty), any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to any departure from the Note Agreement, any other Transaction Document or any other agreement or instrument relating to the foregoing, (iii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantee, for all or any of the Obligations, (iv) any exercise or nonexercise by the Trustee or any Noteholder of any right, remedy, power or privilege

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Exhibit 10.15

under or in respect of this Agreement, any other Transaction Document or applicable law, including, without limitation, any failure by the Trustee or any Noteholder to setoff or release in whole or in part any balance of any deposit account or credit on its books in favor of any Credit Party or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (v) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Credit Party or would otherwise, but for this specific provision to the contrary, operate as a discharge of or exonerate any Pledgor as a matter of law.

Section 3.02.  Amendment; Waiver.  No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Pledgor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee with the written consent of the Required Holders Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in the same, similar or other circumstances. No waiver by the Trustee of any breach or default of or by any Pledgor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

Section 3.03.  Survival; Severability.

(a) All covenants, agreements, representations and warranties made by the Pledgors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document shall be considered to have been relied upon by the Trustee and the Noteholders and shall survive the making by the Co-Issuers of the Notes, and the execution and delivery of any Notes to the Noteholders, regardless of any investigation made by the Noteholders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Note or any other fee or amount payable under this Agreement or any other Transaction Document is outstanding and unpaid and as long as the Facility has not been terminated.

(b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Section 3.04.  Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor, or the Trustee that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. No Pledgor may assign or transfer any of its rights or obligations hereunder or any interest herein or in the Collateral except as expressly contemplated by this

13

Exhibit 10.15

Agreement or the other Transaction Documents (and any such attempted assignment shall be void).

Section 3.05. GOVERNING LAW.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Section 3.06.   Headings.  The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

Section 3.07.   Notices.  Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Paragraph 13I of the Note Agreement. Communications and notices to the Trustee shall be given to it at its address at 4 New York Plaza, 15th Floor, New York, New York 10004, Attn: Institutional Trust Services, Fax No. 212-623-6166, or to such other address as shall have been designated by notice duly given hereunder. Communications and notices to any Pledgor shall be given to it at its address set forth in Schedule 3.07 hereto, or to such other address as shall have been designated by notice duly given hereunder.

Section 3.08.   Reimbursement of the Trustee.

(a) The Pledgors jointly and severally agree to pay upon demand to the Trustee the amount of any and all reasonable and documented expenses, including the reasonable and documented fees and expenses of its counsel and of any experts or agents, that the Trustee may incur in connection with (i) the administration of this Agreement and the other Transaction Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Trustee hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. If the Pledgors shall fail to do any act or thing that they have covenanted to do hereunder or any representation or warranty of the Pledgors hereunder shall be breached, the Trustee may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and there shall be added to the Obligations the cost or expense incurred by the Trustee in so doing.

(b) Without limitation of their indemnification obligations under the other Transaction Documents, the Pledgors jointly and severally agree to indemnify the Trustee and the Noteholders and their respective officers, directors, employees, agents, attorneys, and representatives (“Indemnitees”) against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee.

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Exhibit 10.15

(c) Any amounts payable as provided hereunder shall be additional Obligations secured hereby. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document or any investigation made by or on behalf of the Trustee or any Noteholder. All amounts due under this Section shall be payable on written demand therefor and shall bear interest at the default rate (as provided in the Note Agreement and the Notes).

Section 3.09. Counterparts;  Additional Pledgors.

(a) This Agreement may be executed in separate counterparts (a facsimile of any executed counterpart having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.

(b) Upon execution and delivery after the date hereof by the Trustee and a Subsidiary of the Parent of an instrument in the form of Exhibit C hereto, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of, or the failure to add, any new Pledgor as a party hereto, in each case whether or not required under the Note Agreement.

Section 3.10. Entire Agreement; Jurisdiction; Consent to Service of Process.

(a) Except as expressly herein provided, this Agreement and the other Transaction Documents constitute the entire agreement among the parties relating to the subject matter hereof. Any previous agreement among the parties with respect to the transactions contemplated hereunder is superseded by this Agreement and the other Transaction Documents. Except as expressly provided herein or in the other Transaction Documents, nothing in this Agreement or in any other Transaction Document, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement or such other Transaction Documents.

(b) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Trustee or any Noteholder may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor or its properties in the courts of any jurisdiction.

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Exhibit 10.15

(c) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 3.07. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 3.11.  WAIVER OF JURY TRIAL.   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Exhibit 10.15

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers or representatives as of the day and year first above written.

JPMORGAN CHASE BANK, N.A.	DREW INDUSTRIES INCORPORATED
as Collateral Agent
By: /s/ Larry O’Brien	By: /s/ Fredric M. Zinn
——————————————	——————————————
Name: Larry O’Brien	Name: Fredric M. Zinn
Title:   Vice President	Title:   Executive Vice President and Chief             Financial Officer
	KINRO, INC.
	By: /s/ Fredric M. Zinn
	——————————————
	Name: Fredric M. Zinn
	Title:   Vice President
	LIPPERT TIRE & AXLE, INC.
	By: /s/ Fredric M. Zinn
	——————————————
	Name: Fredric M. Zinn
	Title:   Vice President
	KINRO HOLDING, INC.
	By: /s/ Fredric M. Zinn
	——————————————
	Name: Fredric M. Zinn
	Title:   Chief Financial Officer
	LIPPERT TIRE & AXLE HOLDING, INC.
	By: /s/ Fredric M. Zinn
	——————————————
	Name: Fredric M. Zinn
	Title:   Chief Financial Officer

Annex 1 to Schedule III-17

Exhibit 10.15

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

      ——————————————

      Name: Fredric M. Zinn

      Title:   Vice President

LIPPERT HOLDING, INC.

By: /s/ Fredric M. Zinn 

      ——————————————

      Name: Fredric M. Zinn

      Title:   Chief Financial Officer

Annex 1 to Schedule III-18

EX-10.16

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 hand, Prudential and 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 Co-Issuers in an aggregate principal amount of up to $60,000,000 (the “Notes”), upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to that certain Pledge Agreement executed and delivered by each of the pledgors listed on Schedule A hereof (as such Schedule A shall be amended, modified and supplemented from time to time), such Pledge Agreement being dated as of the date hereof and being between the pledgors thereunder and the Trustee (as amended, modified and supplemented from time to time, the “Pledge Agreement”), the pledgors have granted to the Trustee for the benefit of the Noteholders certain Collateral (as such term is defined in the Pledge Agreement) to secure the obligations and liabilities of the pledgors under and in respect of the Note Purchase Agreement and the Notes; and

WHEREAS, simultaneously with the execution and delivery hereof, the Trustee is entering into an intercreditor agreement dated as of February 11, 2005 by and among the Trustee, the Noteholders, the Bank Lenders and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Bank Lenders and as administrative agent for the Bank Lenders (as amended, modified or supplemented from time to time, the “Intercreditor Agreement”) setting forth the relative rights and priorities of the parties thereto; and

WHEREAS, the Trustee hereby accepts its appointment as security trustee for the benefit of the Noteholders in accordance with the terms herein described;

NOW THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each of the Noteholders and the Trustee hereby mutually undertake, promise and agree as follows:

Exhibit 10.16

SECTION 1.  DEFINITIONS.

As used herein, the following terms shall have the following meanings (capitalized terms used herein without definition shall have the respective meanings set forth in the Note Purchase Agreement):

“Collateral”  shall have the meanings assigned to such term in the Pledge Agreement.

“Eligible Trustee”  shall mean a depository institution organized under the laws of the United States or any state thereof which (a) has a net worth in excess of $250,000,000 and (i) the deposits of which are insured by the FDIC and subject to regulation by federal or state banking authorities and (ii) whose long-term debt obligations are rated in one of the three highest rating categories by at least two Nationally Recognized Statistical Rating Organizations (or whose holding company has such a rating) or (b) is otherwise acceptable to the Required Holders.

“Nationally Recognized Statistical Rating Organizations”  shall mean Duff & Phelps Credit Rating Co., Moody’s Investors Service, Inc. or Standard & Poor’s.

“Obligations”  shall have the meanings assigned to such term in the Pledge Agreement.

“Responsible Officer”  shall mean any officer of the Trustee with direct responsibility for the administration of the relevant portion of this Agreement.

SECTION 2.  APPOINTMENT; DUTIES; OTHER MATTERS.

Section 2.1            Appointment. Each of the Noteholders hereby irrevocably appoints, subject to removal as provided in Section 2.7 hereof, JPMorgan Chase Bank, N.A., as security trustee for the benefit of the Noteholders hereunder and under the Intercreditor Agreement and the Pledge Agreement with such powers as are specifically delegated to the Trustee by the terms hereof, together with such other powers as are reasonably incidental thereto, and JPMorgan Chase Bank, N.A., in its individual capacity, hereby accepts such appointment, subject to the terms hereof. During the term of this Agreement, the Trustee shall (i) subject to the terms of the Pledge Agreement, hold and safeguard in trust for the benefit of the Noteholders all Collateral pledged to it under the Pledge Agreement and (ii) perform such duties as shall be set forth in this Agreement and the Pledge Agreement.

Section 2.2            Duties of Trustee.

(a)            The Trustee undertakes to perform such duties and only such duties in respect of the “Trustee” (as such term is defined in the Pledge Agreement) as are specifically set forth in the Pledge Agreement, the Intercreditor Agreement and this Agreement. Subject to paragraph (e) of this Section 2.2, the Trustee shall follow the directions of the Noteholders given in accordance with the terms of this Agreement. No implied duties or obligations of the Trustee shall be read into this Agreement. The Trustee has no obligation to file UCC-1 financing statements or continuation statements

Exhibit 10.16

unless it is instructed in writing to do so by any of the Noteholders and has been provided the relevant forms.

(b)            The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished to it by the Noteholders or otherwise hereunder.

(c)            No provision of this Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in accordance with the direction of the Required Holders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement.

(d)            Neither the Trustee nor any of its shareholders, directors, officers, employees or agents shall be under any liability to the Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or any other Transaction Document, or for errors in judgment; provided, however, that this provision shall not protect the Trustee or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder.

(e)            Notwithstanding any other provision of this Agreement or any other Transaction Document, the Trustee shall not be required to perform any of its duties, or exercise any of its rights or powers, under this Agreement or any other Transaction Document if the Trustee determines, in its sole discretion, that (i) performing such duty or exercising such right or power might require it to expend or risk its own funds or otherwise incur personal liability, and (ii) repayment of such funds or indemnity against such risk or liability is not assured to it. For purposes of clause (ii) of the preceding sentence, an unsecured indemnity from the Noteholders shall be a satisfactory indemnity.

Section 2.3            Certain Matters Affecting the Trustee. Except as otherwise provided in Section 2.2:

(a)           The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; and

Exhibit 10.16

(b)            The Trustee may perform any duties hereunder either directly or by or through agents or attorneys. The Trustee shall not be responsible for the negligence or misconduct of any such agents or attorneys selected by it with reasonable care.

Section 2.4            Knowledge. The Trustee shall not be charged with any knowledge held by or imputed to any Noteholder. The Trustee shall not be deemed to have knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has received actual knowledge thereof or has written notice from any Noteholder specifying such Default or Event of Default. In the event that the Trustee receives such a notice, the Trustee shall give prompt notice thereof to each Noteholder.

Section 2.5            Intentionally Omitted.

Section 2.6           Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be an Eligible Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the definition of Eligible Trustee, the Trustee shall notify each Noteholder of such fact and, if instructed to do so by the Required Holders, resign immediately in the manner and with the effect specified in Section 2.7.

Section 2.7           Resignation and Removal of Trustee.

(a)           The Trustee may at any time resign and be discharged by giving written notice of resignation to each Noteholder, such resignation to be effective upon the appointment of a successor trustee. The Required Holders may appoint a successor trustee by written instrument or instruments, in duplicate, signed by such holders or their attorneys-in-fact, duly authorized and one complete set of which shall be delivered to the Trustee and one copy of which shall be delivered to the successor so appointed. In the event that the Required Holders do not appoint a successor trustee within 20 days after delivery of such notice of resignation, the retiring Trustee may not earlier than 5 days after delivery of notice to each Noteholder appoint a successor trustee by written instrument which instrument shall be delivered to the successor trustee. If no successor trustee shall have been appointed and have accepted appointment within 45 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

(b)           If at any time the Trustee shall cease to be eligible in accordance with the definition of Eligible Trustee and shall fail to resign after written request for the Trustee’s resignation by the Required Holders or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to the Trustee, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conversion or liquidation, or in order to change the situs of the Trust for state tax reasons, then the Required Holders shall, subject to the terms of the Intercreditor Agreement, remove the Trustee and notify the Noteholders of such removal. The Required Holders may appoint a successor trustee by written instrument or instruments signed by such holders or their attorneys-in-fact, duly authorized, one complete set of which shall be delivered to the

Exhibit 10.16

successor so appointed. In the event the Required Holders do not so appoint a successor within 20 days of such notice, the retiring Trustee may appoint a successor trustee by written instrument to the successor trustee and notice of such appointment shall be given to the Noteholders.

(c)           Subject to the terms of the Intercreditor Agreement, the Required Holders may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in duplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which shall be delivered to the Trustee so removed and one complete set of which shall be delivered to the successor so appointed.

(d)           Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 2.8. The resignation or removal of the Trustee shall not affect its rights under Section 2.2, its right to be reimbursed for all reasonable expenses incurred in connection with the performance of its duties under this Agreement and its rights to indemnification, and its right to receive compensation for all services previously rendered hereunder.

Section 2.8             Successor Trustee.

(a)           Any successor trustee appointed as provided in Section 2.7 shall execute, acknowledge and deliver to the Noteholders and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee, without any further act, deed or reconveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all documents and statements held by it hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.

(b)           No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be an Eligible Trustee.

Section 2.9             Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole or any Person resulting from any merger, sale, transfer, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Person shall be an Eligible Trustee, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall notify the Noteholders of the occurrence of any event described in this Section 2.9 as soon as practicable after the occurrence of such event.

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SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.

Section 3.1            Representations and Warranties of the Trustee. The Trustee hereby represents, warrants and covenants to each Noteholder that, as of the date of execution of this Agreement:

(a)           it is a national banking association organized and existing under the laws of the United States;

(b)           the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement shall not violate its organization certificate or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets;

(c)           this Agreement has been duly authorized, executed and delivered by it and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(d)           it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect its performance under this Agreement (financial or other) or operations or its properties or might have consequences that would affect its performance hereunder;

(e)           no litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into this Agreement or performing its obligations under this Agreement; and

(f)           no consent, approval, authorization, or order of, registration or filing with, or notice to, any Governmental Authority or court or any other Person is required under applicable law for the execution, delivery and performance by it of, or compliance by it with, this Agreement, except such as have been obtained.

SECTION 4.  RIGHTS OF THE TRUSTEE.

Section 4.1            Rights of the Trustee While No Event of Default. Unless an Event of Default shall have occurred and be continuing, the Trustee shall exercise, at the direction of the Required Holders, all of the rights set forth in Section 6(b) of the Pledge Agreement.

Section 4.2            Rights of the Trustee Upon Event of Default. If an Event of Default shall occur and be continuing, the Trustee shall exercise, at the written direction

Exhibit 10.16

of the Required Holders, all rights and remedies set forth in Sections 6(a), 7 and 8 of the Pledge Agreement. Except as provided in this Section 4.2, the Trustee shall not take any action with respect to the Collateral following and during the continuance of an Event of Default.

Section 4.3            Release of Collateral. The Trustee shall not enter into any amendment to, or modification of, the Pledge Agreement that directly or indirectly narrows the description of the Collateral (as such term is defined therein) or modifies in any way the description of the obligations secured by such Collateral and the Trustee shall not release any Lien on any of the Collateral, in each case without the written consent of all of the Noteholders.

SECTION 5.   TRANSFER BY THE TRUSTEE.

Other than as provided in this Agreement, the Trustee will not sell or otherwise dispose of, grant any Lien or option or other right with respect to, or pledge or otherwise encumber any of the Collateral or any interest therein.

SECTION 6.  INTERCREDITOR AGREEMENT AND PLEDGE AGREEMENT.

The parties hereto hereby (i) authorize and direct the Trustee to enter into the Intercreditor Agreement and the Pledge Agreement concurrently with the execution and delivery hereof, and to perform the duties and obligations of the Trustee thereunder and (ii) acknowledge that, simultaneously herewith, the Trustee has entered into the Intercreditor Agreement, and the rights of the Trustee as set forth in Section 4 hereof shall be subject to the Intercreditor Agreement.

SECTION 7.  FURTHER ASSURANCES.

The Trustee covenants and agrees from time to time to do all such acts and execute all such instruments of further assurance as shall reasonably be requested by any Noteholder for the purpose of fully carrying out and effectuating this Agreement and the Pledge Agreement.

SECTION 8. CONTINUING EFFECTIVENESS; TERMINATION.

(a)           This Agreement shall continue to be effective among the Trustee and the Noteholders even though a case or proceeding under any bankruptcy or insolvency law or any proceeding in the nature of a receivership, whether or not under any insolvency law, shall be instituted with respect to either Co-Issuer or any other Credit Party or any portion of the property or assets of either Co-Issuer or any other Credit Party, and all actions taken by the Noteholders with respect to the Collateral (as such term is defined in the Pledge Agreement) or by the Trustee with regard to such proceeding shall be determined by the Required Holders, except as otherwise set forth in Section 4.3 of this Agreement; provided, however, that nothing herein shall be interpreted to preclude any Noteholder from filing a proof of claim with respect to its Obligations or from casting its vote, or abstaining from voting, for or against confirmation of a plan of

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reorganization in a case under any bankruptcy, insolvency or similar law in its sole discretion.

(b)           Upon payment in full of the Obligations in accordance with the terms thereof and hereof, this Agreement shall terminate.

SECTION 9. WAIVERS, AMENDMENTS, ETC.

None of the terms or provisions of this Agreement may be waived, amended, modified, supplemented or otherwise modified except by a written instrument executed by the Trustee and the holders of not less than 66 ²/₃% in aggregate principal amount of the Notes then outstanding.

SECTION 10.  NOTICES.

All notices and other communications under this Agreement shall be in writing and shall be personally delivered, transmitted by facsimile with a confirming copy sent by postage prepaid registered or certified mail, or sent by overnight courier to the parties as follows:

(a)          If to the Trustee:

                                          JPMorgan Chase Bank, N.A.
                                          4 New York Plaza, 15th Floor
                                          New York, New York 10004
                                          Attn: Institutional Trust Services
                                          Fax No. 212-623-6166

(b)           If to a Purchaser, at the address for notices set forth in paragraph 12I of the Note Purchase Agreement.

All such notices shall be effective upon receipt. Any party may change its address for purposes hereof by notice to the other party.

SECTION 11.  COUNTERPARTS.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature delivered by a party hereto by facsimile transmission shall be deemed to be an original signature hereto for all purposes.

SECTION 12.  COMPENSATION AND REIMBURSEMENT OF TRUSTEE.

The Co-Issuers will, jointly and severally, (a) pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee under this Agreement; (b) reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this

Exhibit 10.16

Agreement (including the reasonable fees and expenses and disbursements of its agents and counsel); and (c) indemnify and hold the Trustee harmless for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorney’s fees) or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any other documents contemplated hereby or thereby or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or any such other documents, provided that no Co-Issuer shall be liable for any of the foregoing to the extent they arise from the Trustee’s gross negligence, bad faith or willful misconduct. The provisions of this Section 12 shall survive the resignation or removal of the Trustee and the termination of this Agreement.

SECTION 13.  SUCCESSORS AND ASSIGNS.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not. Any future holder of a Note shall automatically become a party hereto and shall be entitled to the benefits hereof upon acquiring such Note.

SECTION 14.  NO OBLIGATION TO EXTEND CREDIT.

No provision of this Agreement shall be construed as obligating any Noteholder to advance monies or otherwise extend credit to the Co-Issuers at any time.

SECTION 15.  GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

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SECTION 16.  SEVERABILITY OF PROVISIONS.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the rights of the Noteholders or the Trustee.

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Exhibit 10.16

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed to this COLLATERALIZED TRUST AGREEMENT by their respective officers thereunto duly authorized, all as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., in its individual
capacity and as Trustee

By: /s/ Larry O’Brien

       —————————————————

       Name: Larry O’Brien

       Title:   Vice President

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By: /s/ Christopher Carey

       —————————————————

       Name: Christopher Carey

       Title:   Vice President

KINRO, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

LIPPERT COMPONENTS, INC.

By: /s/ Fredric M. Zinn

       —————————————————

       Name: Fredric M. Zinn

       Title:   Vice President

Schedule A-1