Unassociated Document


    Exhibit
      10.7

     

    REVOLVING
      CREDIT NOTE

     

    
      	
              $20,000,000

            	
              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 Wells
      Fargo 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) 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 Second Amended and
      Restated Credit Agreement dated as of November 25, 2008 (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:

            	   

	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title: