Exhibit 10.184
SUPPLEMENT dated as of November 13, 2001 to the Pledge and Security
Agreement as amended and restated as of the date hereof (as further amended,
supplemented, or modified from time to time, the "Pledge Agreement") dated as of
January 28, 1998 among 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"), the other parties signatory thereto (each, a "Guarantor", and,
together with the Borrowers, the "Pledgors") and JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank) as Agent (the "Collateral 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, supplemented, or modified from time to time, the "Credit
Agreement") among the Borrowers, the financial institutions party thereto as
lenders (the "Lenders") and THE JPMORGAN 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 Pledgors have entered into the Pledge Agreement to induce the Lenders
to make the Loans. Pursuant to Sections 4.01A(e) and 5.09 of the Credit
Agreement ▇▇▇▇▇▇▇ is required to pledge to and grant to the Collateral Agent a
security interest in all of its shares in Coil Clip, Inc., an Alabama
corporation ("CCI"), and LD Realty, Inc., a Kentucky corporation ("LDI"), and in
60 percent of the shares of ▇▇▇▇▇▇▇ Components of Canada, Inc., a Province of
Ontario, Canada corporation ("LCC").
Accordingly, and for other good and lawful consideration the receipt and
sufficiency of which are hereby acknowledged, the Collateral Agent and ▇▇▇▇▇▇▇
agree as follows:
As further security for the payment and performance in full of its
Obligations (as such term is defined in the Pledge Agreement), ▇▇▇▇▇▇▇ hereby
transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over
and delivers unto the Collateral Agent, and its successors and assigns, and
grants to the Collateral Agent for the ratable benefit of the Secured Parties,
and their successors and assigns, a first priority security interest in (i) all
the shares of capital stock in CCI and LDI and 60 percent of the shares of LCC
as listed on Schedule I owned by ▇▇▇▇▇▇▇ (collectively, the "Additional Pledged
Stock"), and (ii) subject to Section 2.05 of the Pledge Agreement, all payments
of dividends and distributions, including, without limitation, all cash,
instruments and other property (including, without limitation, any securities
entitlements or investment property), from time to time received, receivable or
otherwise paid or distributed, in respect of, or in exchange for or upon the
conversion of the securities and other property referred to in clause (i) above,
(iii) subject to Section 2.05 of the Pledge Agreement, all rights and privileges
of such Pledgor with respect to the securities (including, without limitation,
any securities entitlements) and other property referred to in clauses (i) and
(ii) above, (iv) any and all custodial accounts, securities accounts, in which
any of the foregoing property (and any property
described in the following clause (v) may be deposited or held in, and any
securities entitlements relating thereto, and (v) all proceeds of any of the
foregoing. Such Schedule I attached hereto shall supplement Schedule I to the
Pledge Agreement, and shall be deemed a part thereof for all purposes of the
Pledge Agreement.
Section 1. ▇▇▇▇▇▇▇ represents and warrants to the Collateral Agent and the
other Secured Parties that (i) 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),
and (ii) its ownership of the Additional Pledged Interest is not represented or
otherwise evidenced by any certificate.
Section 2. 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 when the Collateral Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of the ▇▇▇▇▇▇▇ and the
Collateral Agent.
Section 3. ▇▇▇▇▇▇▇ has delivered herewith (i) in respect of the Additional
Pledged Stock share certificates therefor and such instruments of transfer
satisfactory to the Collateral Agent and such other information relating to, or
agreements by, any issuer or other equity holder of the Additional Pledged Stock
that the Collateral Agent shall reasonably request in connection with the
Additional Pledged Stock, and (ii) all instruments, documents, or agreements
that the Collateral Agent shall request in connection with the establishment or
perfection of the pledge or the Liens arising under the Pledge Agreement,
including, without limitation, all Uniform Commercial Code financing statements
duly executed and in proper form for filing as the Collateral Agent shall
request in respect of the Liens arising under the Pledge Agreement and in
respect of the termination of any other Liens previously encumbering any
Collateral of ▇▇▇▇▇▇▇.
Section 4. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect.
Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6. 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.
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Section 7. 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 Pledgor shall be given to it at
the address set forth under its signature hereto.
Section 8. ▇▇▇▇▇▇▇ agrees, to reimburse the Collateral Agent for its
expenses incurred in connection with this Supplement, including the reasonable
fees, other charges and disbursements of counsel.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ and the Collateral Agent have duly executed
this Supplement as of the day and year first above written.
▇▇▇▇▇▇▇ COMPONENTS, INC.
By ____________________________________
Name:
Title:
Address of principal place of business
and chief executive office:
c/o Drew Industries Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, as
Collateral Agent,
By ____________________________________
Name:
Title:
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Schedule I
to Supplement
PLEDGED STOCK
Number
Number of Shares
Pledgor Issuer of Shares Percentage Pledged Percentage
------- ------ --------- ---------- ------- ----------
Owned
-----
1. ▇▇▇▇▇▇▇ 1. Coil Clip, Inc., an Alabama 10 100% 10 100%
Components, Inc. corporation
2. LD Realty, Inc., a Kentucky 10 100% 10 100%
corporation
3. ▇▇▇▇▇▇▇ Components of Canada, Inc., 10 100% 6 60%
a Province of Ontario, Canada
corporation