Exhibit
      10.13


    EXECUTION
      VERSION

    


    AMENDED
      AND RESTATED INTERCREDITOR AGREEMENT

    


    AMENDED
      AND RESTATED INTERCREDITOR AGREEMENT, made this 25th day of November, 2008,
      by
      and among:

     

    THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA, having an office at c/o Prudential
      Capital Group, 1114 Avenue of the Americas, 30th
      Floor,
      New York, New York 10036, ING USA ANNUITY AND LIFE INSURANCE COMPANY, having
      an
      office at c/o Prudential Private Placement Investors, L.P., Four Gateway Center,
      100 Mulberry Street, Newark, NJ 07102, PHYSICIANS MUTUAL INSURANCE COMPANY,
      having an office at c/o Prudential Private Placement Investors, L.P., Four
      Gateway Center, 100 Mulberry Street, Newark, NJ 07102, and PRUDENTIAL RETIREMENT
      INSURANCE AND ANNUITY COMPANY, having an office at c/o Prudential Capital Group,
      1114 Avenue of the Americas, 30th
      Floor,
      New York, New York 10036 (each an “Existing
      Holder”
      and
      collectively, the “Existing
      Holders”),
      PRUDENTIAL INVESTMENT MANAGEMENT, INC., having an office at c/o Prudential
      Capital Group, 1114 Avenue of the Americas, 30th
      Floor,
      New York, New York 10036 (“Prudential”)
      and
      each Prudential Affiliate (as hereinafter defined) that hereafter purchases
      any
      Senior Notes (as hereinafter defined) and has executed a joinder hereto in
      accordance with Section 12(e) hereof (together with the Existing Holders,
      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: David R. Feliciano, Wells Fargo Bank, N.A.,
      in its capacity as lender under the Credit Agreement, having an office at 75
      South Broadway, Suite 473, White Plains, NY 10601, Attn: William L. Meli, 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 a Second Amended and Restated Credit Agreement, dated as of
      November 25, 2008 (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 $50,000,000 (subject, however, to
      further increase in an amount of up to $10,000,000 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 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 Second Amended and Restated Note Purchase and Private Shelf Agreement,
      dated as of November 25, 2008 (the “Note
      Purchase Agreement”),
      by
      and among Drew and the Borrowers, on the one hand, and the Existing Holders,
      Prudential and each of the other holders from time to time of the Senior Notes
      (as defined below), 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
      additional senior secured promissory notes issued by the Borrowers in an
      aggregate principal amount of up to $125,000,000 (the “Senior
      Notes”),
      upon
      the terms and subject to the conditions set forth therein;


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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; 

     

    G. Certain
      of the parties (and certain other parties) entered into that certain
      Intercreditor Agreement dated as of February 11, 2005 (the “Original
      Intercreditor Agreement”)
      in
      connection with that certain Amended and Restated Credit Agreement dated
      February 11, 2005 between JPMorgan Chase Bank, N.A., KeyBank National
      Association and HSBC Bank USA, National Association and the Borrowers and the
      Note Purchase and Private Shelf Agreement dated as of February 11, 2005 between
      Drew and the Borrowers and Prudential, et al.; and

     

    H. The
      parties desire to confirm, as among themselves, their relative rights and
      priorities with respect to the Common Collateral and to amend and restate the
      Original Intercreditor Agreement.

     

    NOW,
      THEREFORE, in consideration for the mutual covenants set forth herein and
      intending to be legally bound hereby the parties hereto agree that the Original
      Intecreditor Agreement is amended and restated 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, the Administrative Agent or the Trustee 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:


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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 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.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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 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

        
          

        

      

      
        
        

      

    

     

    
      
        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.

     

    
      
        9
          Notice
          of Disposition and Removal of, or Resignation of Collateral
          Agent or Trustee.

      

    

     

    (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).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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 662⁄3% 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 Transaction
      Documents, except as otherwise permitted by the Credit 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 (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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (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 662⁄3% of the aggregate amount
      outstanding at such time of Lender Indebtedness and by Holders holding at least
      662⁄3% 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.

     

    
      
        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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (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
      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.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (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 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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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.

     

    [Remainder
      of page intentionally left blank. Next page is a signature
      page.]


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    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:

              	 
	
                Name:

              
	
                Title:

              
	 
	
                JPMORGAN
                  CHASE BANK, N.A.

              
	
                as
                  Trustee and Collateral Agent

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              
	 
	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              
	 
	
                PRUDENTIAL
                  INVESTMENT MANAGEMENT, INC.

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              
	 
	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF AMERICA

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              


      

    


    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    

    


    
      	
              ING
                USA ANNUITY AND LIFE INSURANCE COMPANY

            
	
              By:

            	
              Prudential
                Private Placement Investors, L.P.,

            
	 	
              as
                Investment Advisor

            
	 	
              By:

            	
              Prudential
                Private Placement 

            
	 	 	
              Investors,
                Inc., as its General Partner

            
	 	 	 
	 	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 	 
	
              PHYSICIANS
                MUTUAL INSURANCE COMPANY

            
	
              By:

            	
              Prudential
                Private Placement Investors, L.P.,

            
	 	
              as
                Investment Advisor

            
	 	
              By:

            	
              Prudential
                Private Placement 

            
	 	 	
              Investors,
                Inc., as its General Partner

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 	 
	
              PRUDENTIAL
                RETIREMENT INSURANCE AND ANNUITY COMPANY

            
	
              By:

            	
              Prudential
                Investment Management, Inc.,

            
	 	
              as
                Investment Manager

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        Exhibit
          B-2