Exhibit 10.182
SUPPLEMENT dated as of November 13, 2001 to the Subsidiary Guarantee
Agreement (as amended, supplemented, or modified from time to time, the
"Subsidiary Guarantee Agreement") made by each direct and indirect subsidiary of
DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Company") (other than
its Subsidiaries KINRO, INC., an Ohio corporation, ▇▇▇▇▇▇▇ TIRE & AXLE, INC.
(formerly known as Shoals Supply, Inc.), a Delaware corporation, and ▇▇▇▇▇▇▇
COMPONENTS, INC., a Delaware corporation (each, a "Borrower")), party thereto
(each, a "Guarantor") and JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank) as Agent (the "Administrative Agent") for the Secured Parties
(as such term is defined in the Credit Agreement referred to below).
Reference is hereby made to the Credit Agreement dated as of January 28,
1998 as amended and restated as of the date hereof (as further amended,
supplemented, or modified from time to time, the "Credit Agreement") among the
Borrowers, the financial institutions party thereto as lenders (the "Lenders")
and JPMORGAN CHASE BANK as administrative agent (in such capacity, the
"Administrative Agent").
Terms used herein as defined terms and not otherwise defined herein shall
have the meanings given thereto in the Credit Agreement.
The Guarantors have entered into the Subsidiary Guarantee Agreement to
induce the Lenders to make the Loans. Pursuant to (and as more particularly set
forth in) Sections 4.01A(e) and 5.09 of the Credit Agreement, each undersigned
Subsidiary of the Company (each, a "New Guarantor") is required to become a
Guarantor pursuant to an instrument in form, scope and substance satisfactory to
the Administrative Agent. Section 4.07(b) of the Subsidiary Guarantee Agreement
provides that the New Guarantor may become a party to the Subsidiary Guarantee
Agreement by entering into an agreement in the form of this Supplement.
Accordingly, and for other good and lawful consideration the receipt and
sufficiency of which are hereby acknowledged, the Administrative Agent and the
New Guarantor agree as follows:
Section 1. In accordance with Section 4.07(b) of the Subsidiary Guarantee
Agreement, each New Guarantor by its signature below becomes a Guarantor under
the Subsidiary Guarantee Agreement with the same force and effect as if
originally named therein as a Guarantor, and each New Guarantor hereby agrees
(a) to all the terms and provisions of the Subsidiary Guarantee Agreement
applicable to it as a Guarantor thereunder and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct on and as of the date hereof. Each reference to a "Guarantor" in the
Subsidiary Guarantee Agreement shall be deemed to include each New Guarantor.
The Subsidiary Guarantee Agreement is hereby incorporated herein by reference.
Section 2. Each New Guarantor represents and warrants to the
Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether considered in a proceeding
at law or in equity).
Section 3. This Supplement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute but one instrument. This Supplement shall become
effective as to a New Guarantor when the Administrative Agent shall have
received a counterpart of this Supplement that bears the signature of such New
Guarantor and the Administrative Agent.
Section 4. Each New Guarantor agrees to furnish (including herewith) to
the Administrative Agent such information as the Administrative Agent or any
Lender shall reasonably request in connection with such New Guarantor.
Section 5. Except as expressly supplemented hereby, the Subsidiary
Guarantee Agreement shall remain in full force and effect.
Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in any other Loan Document shall not in any way be affected or
impaired. The parties hereto shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
Section 8. All communications and notices hereunder shall be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature hereto.
Section 9. The New Guarantors agree, jointly and severally, to reimburse
the Administrative Agent for its expenses incurred in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel.
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IN WITNESS WHEREOF, each New Guarantor and the Administrative Agent have
duly executed this Supplement as of the day and year first above written.
Coil Clip, Inc., an Alabama corporation
By:_______________________
Name:
Title:
Address of the New Guarantor:
c/o Drew Industries Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LD Realty, Inc., a Kentucky corporation
By:_______________________
Name:
Title:
Address of the New Guarantor
c/o Drew Industries Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
JPMORGAN CHASE BANK,
as Administrative Agent
By:_______________________
Name:
Title:
Address:
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SCHEDULE III
TO
PLEDGE AGREEMENT
DATED AS OF JANUARY 28, 1998
LOCATIONS FOR FILING UCC-1S
Limited Partnership Debtor Locations
------------------- ------ ---------
A. BBD Realty Texas Limited Partnership Kinro Holding, Inc. 1. NY S/S
B. Kinro Texas Limited Partnership Kinro Holding, Inc. 1. NY S/S
2. NY - Westchester County
C. Kinro Tennessee Limited Partnership Kinro Holding, Inc. 1. NY S/S
2. NY - Westchester County