ASSIGNMENT
For valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Drew Industries Incorporated, a
Delaware corporation ("Drew"), in accordance with and subject to
the provisions of Section 16.2 of the Agreement, hereby assigns,
transfers and conveys to Shoals Acquisition Corp., a Delaware
corporation ("Shoals"), all Xxxx's right, title and interest in and
to the Business and the Purchased Assets acquired from Shoals
Supply, Inc., an Alabama corporation ("Seller") pursuant to an
Asset Purchase Agreement, dated the date hereof (the "Agreement")
by and among Xxxx, Seller and Xxxxx X. Xxxxxx (the "Shareholder").
In accordance with and subject to the provisions of
Section 16.2 of the Agreement, Xxxx hereby further assigns,
transfers, and conveys to Shoals, and Shoals hereby assumes and
agrees to pay and perform, all Xxxx's rights, remedies, liabilities
and obligations pursuant to the Agreement and pursuant to each and
every agreement and instrument delivered pursuant thereto,
including, but not limited to, the Promissory Note, the
Registration Rights Agreement, the Consulting and Non-Competition
Agreement, the Escrow Agreement, the Leases, the Bill of Sale, the
Non-Competition Agreements and the Employment Bonus Agreements (all
as defined in the Agreement).
IN WITNESS WHEREOF, , the parties hereto have executed
this Assignment on the 15 day of February, 1996.
DREW INDUSTRIES INCORPORATED
By:_______________________________
Xxxxx X. Xxxxxx, President and
Chief Executive Officer
Agreed:
SHOALS SUPPLY, INC.
By:__________________________
Xxxxx X. Xxxxxx, President
The Shareholder
____________________________
Xxxxx X. Xxxxxx
