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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 eac
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