Exhibit
10.10
[FORM
OF FLOATING RATE SHELF NOTE]
KINRO,
INC.
LIPPERT
COMPONENTS, INC.
SENIOR
NOTE
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No.
R-[__]
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Original
Principal Amount:
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Original
Issue Date:
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Interest
Rate:
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Interest
Payment Dates:
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The
last day of the Applicable Interest Period
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Final
Maturity Date:
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Principal
Installment Dates and Amounts:
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PPN:
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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 (a) as set forth in the Confirmation of Acceptance
(computed on the basis contained in paragraph 2I(1) of the Agreement (as
hereinafter defined) on the unpaid balance of the principal thereof, during
each
Interest Period, at a rate per annum equal to the LIBOR Rate (subject to clauses
(3), (4) and (5) of paragraph 2I of the Agreement) (the “Interest
Rate”)
in
respect of such Interest Period, payable in the manner specified by, and in
accordance with the terms of, the Agreement and (b) on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of
interest, and any overdue payment of any Breakage Cost Obligation (as defined
in
the Agreement referred to below), payable [on each Interest Payment Date] as
aforesaid (or, at the option of the registered holder hereof, on demand), at
a
rate per annum from time to time equal to the greater of (i) 2% over the then
applicable Interest Rate 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 Breakage Cost Obligation 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 Second Amended and Restated Note Purchase and Private Shelf
Agreement, dated as of November 25, 2008 (as the same may from time to time
be
amended, amended and restated, supplemented or otherwise modified, 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
Breakage
Cost Obligation or prepayment compensation,
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 Breakage Cost Obligation)
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.
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KINRO,
INC.
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LIPPERT
COMPONENTS, INC.
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By:
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Name:
Fredric M. Zinn
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Title:
Vice President
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