Unassociated Document


    Exhibit
      10.6

     

    SECOND
      AMENDED AND RESTATED REVOLVING CREDIT NOTE

     

    
      	
              $30,000,000

            	
              New
                York, New York

            
	 	
              As
                of November 25, 2008

            


    

     

    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 10 S. Dearborn, Chicago, IL 60605 on the Maturity
      Date in lawful money of the United States of America and in immediately
      available funds, the principal amount of (a) THIRTY MILLION DOLLARS
      ($30,000,000), or, if greater, (b) such additional principal amount as shall
      have been made available after the date hereof 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 Second Amended and
      Restated Credit Agreement dated as of November 25,
      2008
      among
      the Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A. as
      Administrative Agent (the "Credit Agreement"), 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 First Amended and Restated Revolving
      Credit Note dated as of March __, 2006 and issued to the Lender under the
      predecessor credit agreement to the Credit Agreement, 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:

            	   

	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title: