Exhibit 10.188
SUBSIDIARY JOINDER
THIS SUBSIDIARY JOINDER (this "Joinder"), dated as of November 14, 2001,
is executed by LD Realty, Inc., a Kentucky corporation (the "New Subsidiary") in
favor of each of the holders from time to time of the 6.95% Senior Notes due
January 28, 2005 (the "Notes") issued by Kinro, Inc., Xxxxxxx Components, Inc.
and Xxxxxxx Tire & Axle, Inc. (formally known as Shoals Supply, Inc.) (the
"Co-Issuers") (collectively, together with each future holder of Senior Notes,
the "Noteholders").
RECITALS
A. The Co-Issuers and the original Noteholders have entered into a Note
Purchase Agreement, dated as of January 28, 1998 (as it may be amended from time
to time, the "Agreement"), pursuant to which $40,000,000 in aggregate principal
amount of the Notes were issued.
B. The New Subsidiary is a direct or indirect Subsidiary of Xxxxxxx
Components, Inc. and acknowledges that the Notes that were issued by the
Co-Issuers pursuant to the Agreement benefit the New Subsidiary by making funds
available to the New Subsidiary through the Co-Issuers and by enhancing the
financial strength of the consolidated group of which the New Subsidiary and the
Co-Issuers are members.
C. The execution and delivery of the Subsidiary Guaranty by the then
existing Subsidiaries of the Co-Issuers was a condition precedent to the
execution and delivery by the original Noteholders of the Agreement and the
Co-Issuers have covenanted in the Agreement that Subsidiary Joinders shall be
duly executed by each future Subsidiary of the Co-Issuers.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the New Subsidiary hereby agrees with the Noteholders as follows:
1. Definitions and Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Subsidiary Guaranty, dated as
of January 28, 1998, among the Noteholders and the Guarantors party thereto (the
"Subsidiary Guaranty") shall have the respective meanings given to those terms
in the Subsidiary Guaranty.
2. Agreement to be Bound. The New Subsidiary agrees that, on and as of the date
hereof, it shall become a Guarantor under the Subsidiary Guaranty and shall be
bound by all the provisions of the Subsidiary Guaranty to the same extent as if
the New Subsidiary had executed the Subsidiary Guaranty on the Closing Date.
3. Waiver. Without limiting the generality of the waivers in the Subsidiary
Guaranty, the New Subsidiary specifically agrees to be bound by the Subsidiary
Guaranty and waives any right to notice of acceptance of its execution of this
Joinder and of its agreement to be bound by the Subsidiary Guaranty.
Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder to be
executed by its duly authorized officer.
LD Realty, Inc.
By:________________________
Name:
Title:
Address:
___________________________
___________________________
___________________________
Telephone: ________________
Facsimile: ________________
SUBSIDIARY JOINDER
THIS SUBSIDIARY JOINDER (this "Joinder"), dated as of November 14, 2001,
is executed by Coil Clip, Inc., an Alabama corporation (the "New Subsidiary") in
favor of each of the holders from time to time of the 6.95% Senior Notes due
January 28, 2005 (the "Notes") issued by Kinro, Inc., Xxxxxxx Components, Inc.
and Xxxxxxx Tire & Axle, Inc. (formally known as Shoals Supply, Inc.) (the
"Co-Issuers") (collectively, together with each future holder of Senior Notes,
the "Noteholders").
RECITALS
A. The Co-Issuers and the original Noteholders have entered into a Note
Purchase Agreement, dated as of January 28, 1998 (as it may be amended from time
to time, the "Agreement"), pursuant to which $40,000,000 in aggregate principal
amount of the Notes were issued.
B. The New Subsidiary is a direct or indirect Subsidiary of a Co-Issuer
and acknowledges that the Notes that were issued by the Co-Issuers pursuant to
the Agreement benefit the New Subsidiary by making funds available to the New
Subsidiary through the Co-Issuers and by enhancing the financial strength of the
consolidated group of which the New Subsidiary and the Co-Issuers are members.
C. The execution and delivery of the Subsidiary Guaranty by the then
existing Subsidiaries of the Co-Issuers was a condition precedent to the
execution and delivery by the original Noteholders of the Agreement and the
Co-Issuers have covenanted in the Agreement that Subsidiary Joinders shall be
duly executed by each future Subsidiary of the Co-Issuers.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the New Subsidiary hereby agrees with the Noteholders as follows:
1. Definitions and Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Subsidiary Guaranty, dated as
of January 28, 1998, among the Noteholders and the Guarantors signatory thereto
(the "Subsidiary Guaranty") shall have the respective meanings given to those
terms in the Subsidiary Guaranty.
2. Agreement to be Bound. The New Subsidiary agrees that, on and as of the date
hereof, it shall become a Guarantor under the Subsidiary Guaranty and shall be
bound by all the provisions of the Subsidiary Guaranty to the same extent as if
the New Subsidiary had executed the Subsidiary Guaranty on the Closing Date.
3. Waiver. Without limiting the generality of the waivers in the Subsidiary
Guaranty, the New Subsidiary specifically agrees to be bound by the Subsidiary
Guaranty and waives any right to notice of acceptance of its execution of this
Joinder and of its agreement to be bound by the Subsidiary Guaranty.
4. Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder to be
executed by its duly authorized officer.
Coil Clip, Inc.
By:_____________________________________
Name:
Title:
Address:
________________________________________
________________________________________
________________________________________
Telephone:______________________________
Facsimile:______________________________
