Exhibit 10.185
Execution Version
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
This Amendment No. 1 to Note Purchase Agreement (this "Amendment") is
dated as of and shall be effective as of November 14, 2001 (the "Effective
Date"), by and among Kinro, Inc., an Ohio corporation ("Kinro"), ▇▇▇▇▇▇▇
Components, Inc., a Delaware corporation ("▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ Tire & Axle,
Inc., a Delaware corporation formerly known as Shoals Supply, Inc. ("▇▇▇▇▇▇▇
Tire", and collectively with Kinro and ▇▇▇▇▇▇▇, each a "Co-Issuer" and,
collectively, the "Co-Issuers"), and ING Investment Management LLC, as agent for
Midwestern United Life Insurance Company, Security Life of Denver Insurance
Company, Equitable Life Insurance Company of Iowa and USG Annuity & Life
Company, and Teachers Insurance and Annuity Association of America (together,
the "Noteholders").
PRELIMINARY STATEMENT.
WHEREAS, the Co-Issuers and the Noteholders entered into a Note Purchase
Agreement, dated as of January 28, 1998 (the "Purchase Agreement"), pursuant to
which the Noteholders purchased $40,000,000 in aggregate principal amount of the
Co-Issuers' 6.95% Senior Notes due January 28, 2005 (the "Notes"). The
Noteholders were the sole purchasers and remain the sole record and beneficial
owners of the Notes. Capitalized terms used herein and not otherwise defined
herein are used with the meanings assigned thereto in the Purchase Agreement.
WHEREAS, contemporaneously with the execution of the Purchase Agreement,
the Co-Issuers, the lenders named therein (the "Lenders"), ▇▇ ▇▇▇▇▇▇ Chase Bank
(formerly known as The Chase Manhattan Bank), as administrative agent and
collateral agent (the "Agent"), and Chase Securities, Inc., as arranger entered
into the Credit Agreement dated as of January 28, 1998 (the "Original Credit
Agreement") pursuant to which the Lenders provided to the Co-Issuers a
$25,000,000 revolving credit facility (the "Facility").
WHEREAS, Section 12.10 of the Purchase Agreement requires the written
consent of the holders of at least 66-2/3% in aggregate principal of the Notes
outstanding under the Purchase Agreement (the "Required Noteholders") prior to
any amendment of the Original Credit Agreement in any material respect (other
than with respect to certain increases in the commitment amount of the
Facility).
WHEREAS, the parties to the Original Credit Agreement desired to amend and
restate the Original Credit Agreement as set forth in the Amended and Restated
Credit Agreement dated as of November 13, 2001 among such parties (the "Amended
Credit Agreement").
WHEREAS, the Required Noteholders consent to the proposed amendments of
the Original Credit Agreement, as reflected in the Amended Credit Agreement (the
"Proposed Agreements") on the terms and subject to the conditions set forth in
this Amendment.
NOW, THEREFORE, the Co-Issuers and the Noteholders agree as follows:
SECTION 1. GENERAL REPRESENTATIONS AND WARRANTIES OF THE CO-ISSUERS.
Each of the Co-Issuers hereby represents and warrants to the Noteholders
as follows:
(a) The representations and warranties with respect to the
Co-Issuers contained in the Purchase Agreement (as amended hereby) are true and
correct in all material respects and the Noteholders shall be entitled to rely
on such representations and warranties as if they were made to the Noteholders
in this Amendment as of the date hereof.
(b) Except as described therein, Schedule 1 hereto sets forth a
complete and correct list of all outstanding Indebtedness of each Credit Party
and its Subsidiaries as of November 14, 2001.
(c) The representations and warranties with respect to the
Co-Issuers contained in the Original Credit Agreement and in any document,
certificate or instrument delivered pursuant to the Original Credit Agreement
are true and correct in all material respects after giving effect to the
Proposed Amendments and the Noteholders shall be entitled to rely on such
representations and warranties as if they were made to the Noteholders in this
Amendment as of the date hereof.
SECTION 2. AMENDMENTS TO THE PURCHASE AGREEMENT.
The Purchase Agreement is hereby amended in the following respects:
ss.2.1 Amendment to Article 1 of the Purchase Agreement. Article 1 of the
Purchase Agreement (Authorization of Notes) is hereby amended by deleting in its
entirety the text contained therein and substituting the following new text in
lieu thereof:
The Co-Issuers have authorized the issuance and sale of $40,000,000
aggregate principal amount of 6.95% Senior Notes due January 28, 2005 (the
"Notes", such term to include any such notes issued in substitution
therefor pursuant to Section 15 of this Agreement or the Other Agreements
(as hereinafter defined)). Each of the Notes shall bear interest from the
date thereof until such Note shall become due and payable in accordance
with the terms thereof and hereof (whether at maturity, by acceleration or
otherwise) at the rate of 6.95% per annum; provided, however, that, if the
Debt Coverage Ratio as of the last day of any fiscal quarter ending after
November 14, 2001 shall be equal to or greater than 2.50:1.00 but less
than or equal to 3.00:1.00, the applicable rate of interest with respect
to each day of the immediately succeeding fiscal quarter shall be 7.15%
per annum; and provided further, that, if the Debt Coverage Ratio as of
the last day of any fiscal quarter ending after November 14, 2001 shall be
greater than 3.00:1.00, the applicable rate of interest with respect to
each day of the immediately succeeding fiscal quarter shall be 7.55% per
annum, it being agreed and understood that the rate of interest on the
Notes shall never be less than 6.95% per annum. Interest on each Note
shall be computed on the basis of a three hundred sixty (360) day year of
twelve (12) thirty (30) day months. Notwithstanding the foregoing, the
Co-Issuers shall pay interest on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest and any
overdue payment of any Make-Whole Amount at the Default
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Rate in accordance with the Notes. The Notes shall be substantially in the
form set out in Exhibit 1, with such changes therefrom, if any, as may be
approved by you and the Co-Issuers. Certain capitalized terms used in this
Agreement are defined in Schedule B; references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.
ss.2.2 Amendment toss.10.3 of the Purchase Agreement.ss.10.3 of the
Purchase Agreement is hereby amended by deleting it in its entirety and
substituting the following newss.10.3 in lieu thereof:
ss.10.3 Modified Fixed Charge Coverage. The Company and its
Subsidiaries, on a consolidated basis, shall have, calculated at the
conclusion of each twelve month period ending on the last day of each
fiscal quarter, a Modified Fixed Charge Coverage Ratio of not less than
(i) 1.40:1.00 during the twelve-month period ending September 30, 2001,
(ii) 1.50:1.00 during the twelve-month period ending on the last day of
each fiscal quarter commencing after September 30, 2001 and ending on or
before June 30, 2002, and (iii) 1.60:1.00 during the twelve-month period
ending on the last day of each fiscal quarter thereafter.
ss.2.3 Amendment to Article 10 of the Purchase Agreement. A new ss.10.4
shall be added to Article 10 of the Purchase Agreement and such ss.10.4 shall
hereby read in its entirety as follows:
ss.10.4 Capital Expenditures. The Company and its Subsidiaries shall
not make or permit to be made Capital Expenditures exceeding, in the
aggregate, on a consolidated basis (i) $9,000,000 during the fiscal year
ended December 31, 2001 and (ii) with respect to the fiscal year ended
December 31, 2002, the sum of (x) $12,000,000 (provided that of such
$12,000,000, any Capital Expenditures in excess of $7,000,000 must be
funded with the proceeds of new Indebtedness otherwise permitted
hereunder) and (y) the excess, if any, of $9,000,000 over the Capital
Expenditures for the fiscal year ending December 31, 2001 which were
incurred in accordance with this ss.10.4.
ss.2.4 Amendment toss.11.12 of the Purchase Agreement.ss.11.12 of the
Purchase Agreement is hereby amended by inserting the following proviso
immediately after the text appearing therein:
; provided, further, that the requirement set forth in clause (i) above
shall not apply with respect to ▇▇▇▇▇▇▇ Components of Canada, Inc. ("LCC")
and, with respect to clause (ii)(x) above, the holders of the Notes shall
not require more than sixty (60%) percent of the capital stock of LCC to
be pledged to the Trustee as collateral securing repayment of the Notes.
ss.2.5 Additions to Schedule B to the Purchase Agreement. Schedule B to
the Purchase Agreement is hereby amended by inserting the following new
definitions in appropriate alphabetical order:
"Capital Expenditures" means, for any period, the sum of all amounts that
would, in accordance with GAAP, be included as capital expenditures on a
consolidated statement
3
of cash flows for the Company and its consolidated Subsidiaries during
such period (including the amount of assets leased under Capital Lease
Obligations), less the net proceeds received by such Persons during such
period from sales of fixed tangible assets as reflected on the
consolidated statement of cash flows for that period.
"Debt Coverage Ratio" shall mean on any date the Total Senior Debt as of
the last day of the fiscal quarter ending with such date or immediately
preceding such date divided by EBITDA for the twelve full calendar months
ending on such last day of such fiscal quarter.
"Total Senior Debt" shall mean on any date the aggregate unpaid principal
amount of Indebtedness for borrowed money of the Credit Parties, whether
recourse or non-recourse, joint or several, or secured or unsecured,
including, without limitation, the Notes, the Revolving Credit Note, the
$3,400,000 City of Goshen, Indiana Economic Development Revenue Bonds B
Series 1998 (Kinro Manufacturing, Inc. Project), any Indebtedness secured
by mortgages given by one or more of the Credit Parties in 2001 to ▇▇▇▇▇▇
Financial or any other mortgage Indebtedness of one or more of the Credit
Parties.
ss.2.6 Amendments to Schedule B to the Purchase Agreement.
(a) Schedule B to the Purchase Agreement is hereby further amended
by replacing the definition contained therein of Consolidated Fixed Charges,
Default Rate, EBITDA and Modified Fixed Charge Coverage Ratio, respectively,
with the following new definitions in lieu thereof, respectively:
"Consolidated Fixed Charges" means, for any period, the Consolidated
Interest Expense plus the current portion of the Total Senior Debt.
"Default Rate" means the Default Rate as such term is defined in the
Notes.
"EBITDA" means, for any period, income before income taxes plus interest
expense, depreciation, amortization of tangible assets, plus any other
non-cash charges, but excluding extraordinary gains (or losses) and any
gains (or losses) from the sale or disposition of assets other than in the
ordinary course of business; all on a consolidated basis for the Company
and its Subsidiaries and all calculated in accordance with GAAP.
"Modified Fixed Charge Coverage Ratio" means, for any period, the ratio
of: (i) EBITDA for such period to (ii) Consolidated Fixed Charges for such
period.
(b) Schedule B to the Purchase Agreement is hereby further amended
by replacing clause (ii) of the definition of Permitted Liens with the following
new clause (ii) in lieu thereof:
(ii) Liens on fixed or capital assets acquired, constructed or
improved; provided that (i) such security interests secure
Indebtedness permitted hereunder, (ii) such security interests and
the Indebtedness secured thereby are incurred prior to or within 90
days (and in the case of industrial revenue bonds, 360 days) after
such acquisition or the completion of such construction or
improvement, (iii) the
4
Indebtedness secured thereby does not exceed 85% of the cost of
acquiring, constructing or improving such fixed or capital assets,
(iv) such security interest shall not apply to any other property or
assets of any Credit Party or any Subsidiary thereof and (v) the
aggregate amount of all Indebtedness secured by purchase money liens
on a consolidated basis for the Credit Parties and the Subsidiaries
thereof shall not at any time exceed $20,000,000; and
(c) Schedule B to the Purchase Agreement is hereby further amended
by inserting the following proviso after clause (ix) of the definition of
Permitted Liens:
; provided, however, that in no event shall Indebtedness secured by
Liens of the type described in clauses (i), (iv) and (viii) above
exceed fifty-five percent (55%) of Total Capitalization of the
Company and its Subsidiaries.
ss.2.7 Further Amendment to Schedules to the Purchase Agreement. Schedules
6.4, 6.8 and 12.1 to the Purchase Agreement are each hereby amended and restated
as set forth in Exhibit A hereto.
ss.2.8 Amendment to Exhibit 1 to the Purchase Agreement. Exhibit 1 to the
Purchase Agreement (Form of Note) is hereby amended and restated as set forth in
Exhibit B hereto.
SECTION 3. CONSENT.
The Required Noteholders hereby consent to the amendment and restatement
of the Original Credit Agreement as set forth in the Amended Credit Agreement.
SECTION 4. EFFECTIVENESS OF THIS AMENDMENT.
The amendments and consent contained in Sections 2 and 3 shall become
effective only upon the date on which each of the following conditions shall
have been satisfied or waived on or prior to February 15, 2002 (the "Closing
Date"):
(a) Each party hereto shall have executed and delivered a
counterpart of this Amendment.
(b) In replacement of and in substitution for each Note dated
January 28, 1998 issued to a Noteholder and delivered by such
Noteholder to special counsel for the Co-Issuers, each Noteholder
shall have received a duly executed Note dated as of July 28, 2001
(each, a "New Note, which New Note shall also include all amendments
and replacements thereof or substitutions therefor), in the form
attached as Exhibit B hereto.
(c) Each Noteholder shall have received (i) from Coil Clip,
Inc., an Alabama corporation ("CCI"), and LD Realty, Inc., a
Kentucky corporation ("LDR"), each a wholly-owned direct Subsidiary
of ▇▇▇▇▇▇▇, a duly executed Subsidiary Joinder, substantially in the
form of Attachment I to the Subsidiary Guaranty and a duly executed
Supplement to Subordination Agreement substantially in the form of
Exhibit C attached hereto (a "Subordination
5
Supplement"), (ii) from ▇▇▇▇▇▇▇ Components of Canada, Inc., an
Ontario, Canada corporation ("LCI") and a wholly-owned subsidiary of
▇▇▇▇▇▇▇, a duly executed Subordination Supplement (iii) from ▇▇▇▇▇▇▇
(x) a duly executed Pledge Agreement, pursuant to which ▇▇▇▇▇▇▇
shall pledge all of the shares of CCI and LDR and shares
representing sixty percent (60%) of the capital stock of LCI, and
(y) the share certificates therefor evidencing ▇▇▇▇▇▇▇'▇ ownership
of all of the capital stock of CCI and LDR and sixty percent (60%)
of the capital stock of LCI, in each case with stock powers executed
in blank and (iv) the Second Amendment to Intercreditor Agreement,
among the Noteholders, the lenders named therein and the Agent,
substantially in the form of Exhibit D hereto.
(d) On the Closing Date there shall be no Default or Event of
Default under the Purchase Agreement as amended hereby.
(e) The Noteholders and their special counsel shall have
received a certificate of resolutions of each of the Boards of
Directors or the general partner of each of the Credit Parties
approving as of the Effective Date (i) this Amendment and the
Purchase Agreement as amended hereby, and the agreements set forth
in Section 4(c) hereof (the "Security Documents" and, collectively
with this Amendment and the New Notes, the "Transaction Documents"),
(ii) the transactions contemplated herein (including, without
limitation, the transactions set forth in paragraph (c) above) and
(iii) the Co-Issuers' approval of the execution and delivery of the
New Notes under the Purchase Agreement as amended hereby.
(f) The Noteholders and their special counsel shall have
received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & Ballon LLP, special
counsel for the Co-Issuers and their Subsidiaries, an opinion, dated
the Closing Date, in form and substance satisfactory to the
Noteholders and its special counsel, relating to the due
authorization, execution and delivery by the Co-Issuers and their
Subsidiaries of the Transaction Documents and the enforceability
against the Co-Issuers and their Subsidiaries, as applicable, of the
Transaction Documents, in accordance with the terms of each such
agreement.
(g) The Amended Credit Agreement and all other documents,
certificates or instruments delivered pursuant thereto shall have
been reduced to writing and furnished to the Noteholders and their
special counsel, and the Amended Credit Agreement and such other
documents, certificates and instruments shall be in form and
substance satisfactory to the Noteholders and their special counsel.
The Noteholders shall have received an Officer's Certificate of the
Co-Issuers certifying that attached thereto are true, correct and
complete copies of a fully executed Amended Credit Agreement and
such other documents, certificates and instruments, that such
documents are the only agreements between such parties relating to
the transactions contemplated by the Amended Credit Agreement, that
each such document is in full force and effect without any term or
condition thereof having been amended, modified or waived, that
there is no default thereunder and that each of the conditions set
forth in Section 4.01(A) of the
6
Amended Credit Agreement shall have been satisfied (without any
thereof having been waived).
(h) The Co-Issuers shall have paid on or before the Closing
Date the reasonable fees, charges and disbursements of special
counsel to the Noteholders, to the extent such charges are reflected
in an invoice of such counsel rendered to any Co-Issuer at least one
(1) Business Day prior to the Closing Date.
SECTION 5. MISCELLANEOUS.
ss.5.1 Cross-References. References in this Amendment to any Section (or
"ss.") are, unless otherwise specified, to such Section (or "ss.") of this
Amendment.
ss.5.2 Instrument Pursuant to Purchase Agreement. This Amendment is
executed pursuant to ss.19.1 of the Purchase Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with all of the terms and provisions of the Purchase Agreement.
Except as expressly amended hereby, all of the representations, warranties,
terms, covenants and conditions of the Purchase Agreement and the Notes shall
remain unamended and unwaived. The amendments set forth herein shall be limited
precisely as provided for herein to the provisions expressly amended herein and
shall not be deemed to be a waiver of, amendment of, consent to or modification
of any other term or provision of the Purchase Agreement or the Notes or of any
term or provision of any other document or of any transaction or further action
on the part of the Co-Issuers which would require the consent of any Noteholder
under the Purchase Agreement.
ss.5.3 Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
ss.5.4 Counterparts. This Amendment may be executed simultaneously in two
or more counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same instrument.
ss.5.5 Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized thereunto as of the date
and year first above written.
KINRO, INC.
By: _______________________________
Name:
Title:
▇▇▇▇▇▇▇ COMPONENTS, INC.
By: _______________________________
Name:
Title:
▇▇▇▇▇▇▇ TIRE & AXLE, INC.
By: _______________________________
Name:
Title:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: _______________________________
Name:
Title:
ING INVESTMENT MANAGEMENT LLC, as
agent for each of Midwestern
United Life Insurance Company,
Security Life of Denver
Insurance Company, Equitable
Life Insurance Company of Iowa
and USG Annuity & Life Company
By: _______________________________
Name:
Title:
SCHEDULE 1
to Amendment to
Note Purchase Agreement
Indebtedness
Excludes indebtedness pursuant to the Revolving
Credit Agreement and the Notes
Amount
Guarantors Outstanding
Borrower (1) (1) Liens at 10/31/01
------------ ----------- ----- -----------
Loan pursuant to Loan Agreement with KI DII Facility and certain equipment $1,654,956 Tax exempt
GE Capital Public Finance, Inc., and located at: financing
related documents, dated March 1, 1998 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Loan pursuant to Loan Agreement with KMI DII, KI Facility and certain equipment 2,401,955 Tax exempt
GE Capital Public Finance, Inc., and located at: financing
related documents, dated May 1, 1998 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Loan pursuant to Loan Agreement with LCMI DII, LCI Facility located at:
GE Capital Public Finance, Inc., and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 1,887,089 Tax exempt
related documents, dated June 1, 2000 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ financing
Loan pursuant to Loan Agreements with LCMI DII, LCI Facility located at: 1,000,000 Tax exempt
GE Capital Public Finance, Inc., and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ financing
related documents, dated June 1, 2000 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,444,892 Taxable
financing
Loan pursuant to Loan Agreements with BBD DII Facility located at: 2,305,620
Citizens National Bank (Waxahachie TX) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
dated August 23, 2001 Waxahachie, TX
Facility and equipment located
Loan pursuant to Loan Agreements with LDR DII, LCI at: 1,350,000
Community Trust Bank (Campbellsville KY) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
dated July 26, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
and assignment of leases
Loan pursuant to Loan Agreements with LCI DII Facility located at: 2,189,614
Citizens Business Bank (Colton CA) ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇.
dated August 28, 2001 Rialto, CA
Loan pursuant to Loan Agreements with Specific equipment located at:
Citizens Bank (Saginaw MI)
dated August 29, 2001 LCMI DII, LCI 16849 County Rd 38, Goshen IN 1,816,498
dated May 18, 2001 LCI DII ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
dated May 18, ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇
Loan pursuant to Promissory Note with LCMI, LCI, DII Facilities located in Goshen IN, at: 5,327,555
▇▇▇▇▇▇ Financial Leasing, Inc. & KI 16849 County Rd 38; ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.;
dated April 30, 2001 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.;
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
Sched. 1-1
Other: See attached for liabilities not disclosed in financial statements.
----------
(1) DII is Drew Industries Incorporated
LCI is ▇▇▇▇▇▇▇ Components, Inc.
KI is Kinro, Inc.
KMI is Kinro Manufacturing, Inc.
LCMI is ▇▇▇▇▇▇▇ Components Manufacturing, Inc.
BBD is BBD Realty Texas Limited Partnership
LDR is LD Realty, Inc.
Sched. 1-2
SCHEDULE 1 SUPPLEMENT
LIABILITIES NOT DISCLOSED
IN FINANCIAL STATEMENTS
1) Litigation and other items described on Schedule 6.8
2) Contingent liabilities of Kinro, Inc. ("Kinro") in connection with
employment letter with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
3) Contingent liabilities of the Company in connection with employment letter
with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
4) Contingent liabilities of ▇▇▇▇▇▇▇ Components, Inc. ("LCI") in connection
with the employment contract of L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the employment
contract of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
5) Guaranty by Kinro of the obligations of Kinro Manufacturing, Inc., Kinro
Texas Limited Partnership and Kinro Tennessee Limited Partnership,
pursuant to leases for trucks, equipment and real property.
6) Guaranty by ▇▇▇▇▇▇▇ Tire & Axle, Inc. of the obligation of ▇▇▇▇▇▇▇ Tire &
Axle Texas Limited Partnership, pursuant to leases for trucks, equipment,
and real property.
7) Guaranty by LCI of the obligations of ▇▇▇▇▇▇▇ Components Manufacturing
Inc., and ▇▇▇▇▇▇▇ Components Texas Limited Partnership pursuant to leases
for trucks, equipment, and real property.
8) Guaranties of Drew Industries and certain subsidiaries pursuant to certain
loan agreements, as disclosed on Schedule 6.04.
9) Guaranties of Drew Industries, LCI and Kinro, Inc. of the obligations of
▇▇▇▇▇▇▇ Components Manufacturing, Inc. pursuant to a master lease
agreement with ▇▇▇▇▇▇ Financial Leasing, Inc., dated April 2001.
10) See also general disclosures in the Company"s Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, and Proxy Statement dated
April 10, 2001.
Sched. 1 Supp.-1
EXHIBIT A
to Amendment to
Note Purchase Agreement
Amended and Restated Schedules
See attached.
Sched. 1 Supp.-2
SCHEDULE 6.4
SUBSIDIARIES, PARTNERSHIPS AND JOINT VENTURES
Business Jurisdiction of Percent of
Parent Company Form Organization Ownership
-------------- -------- --------------- ----------
Drew Industries Incorporated
Kinro, Inc. Corp Ohio 100%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Tire & Axle, Inc. Corp Delaware 100%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Components, Inc. Corp Delaware 100%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Components, Inc.
▇▇▇▇▇▇▇ Components Mfg., Inc. Corp Delaware 100%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Holding, Inc. Corp New York 100%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coil Clip, Inc. Corp Delaware 100%
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
LD Realty, Inc. Corp Delaware 100%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Components Corp ▇▇▇▇▇▇▇, Ontario, Canada 100%
of Canada, Inc.
▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Kinro, Inc.
Sched.6.4-1
Kinro Holding Inc. Corp New York 100%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kinro Manufacturing Inc. Corp Delaware 100%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Tire & Axle, Inc.
Shoals Holding Inc. Corp New York 100%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Tire & Axle Partnership Texas 1%
Texas Ltd Partnership (General Partner)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kinro Holding, Inc.
Kinro Texas Limited Partnership Partnership Texas 99%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ West (Limited Partner)
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kinro Tennessee Limited Partnership Tennessee 99%
Partnership (Limited Partner)
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BBD Realty Texas Ltd Partnership Partnership Texas 99%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ West (Limited Partner)
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kinro Manufacturing Inc.
Kinro Texas Limited Partnership Partnership Texas 1%
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (General Partner)
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kinro Tennessee Limited Partnership Tennessee 1%
Partnership (General Partner)
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BBD Realty Texas Partnership Texas 1%
Limited Partnership (General Partner)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Sched.6.4-2
Shoals Holding, Inc.
▇▇▇▇▇▇▇ Tire & Axle Partnership Texas 99%
Texas Limited Partnership, Inc. (Limited Partner)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Components Manufacturing, Inc.
▇▇▇▇▇▇▇ Components Partnership Texas 1%
Texas Ltd Partnership (General Partner)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Holding, Inc.
▇▇▇▇▇▇▇ Components Partnership Texas 99%
Texas Ltd Partnership (Limited Partner)
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INACTIVE SUBSIDIARIES:
Kupanoff Imports, Inc. Corp Ohio 100%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
American Furniture Jewelry Corp New York 100%
Binghamton Store, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sched.6.4-3
SCHEDULE 6.8
PENDING LITIGATION
None.
Sched. 6.8-1
SCHEDULE 12.1, as amended
TRANSACTIONS WITH AFFILIATES
In connection with the July 29, 1994 spin-off of LBP, Inc. (formerly ▇▇▇▇▇▇
Building Products, Inc.) by the Company (the "Spin-off"), the Company and LBP,
Inc. entered into a Shared Services Agreement. Pursuant to the Shared Services
Agreement, following the Spin-off, the Company provides to LBP, Inc. certain
administrative functions and employee services, such as management overview and
planning, tax preparation, financial reporting, coordination of independent
audit, stockholder relations, and regulatory matters. The Company is reimbursed
by LBP for the fair market value of such services. For the year ended December
31, 2001, the Company was reimbursed $93,200 by LBP, Inc. for such services.
LBP, Inc. is in the process of liquidating, and fees for Shared Services are
expected to decline.
Sched. 12.1-1
Exhibit B
to Amendment to
Note Purchase Agreement
Form of New Notes
See attached.
Exhibit C
to Amendment to
Note Purchase Agreement
Form of Subordination Agreement
See attached.
EXHIBIT D
to Amendment to
Note Purchase Agreement
Form of Amendment to Intercreditor Agreement
See attached.