REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated this 15 day of
February, 1996 by and among Drew Industries Incorporated, a
Delaware corporation (the "Company"), Shoals Supply, Inc., an
Alabama corporation ("Shoals"), and Xxxxx X. Xxxxxx ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxx owns all the issued and outstanding
capital stock of Shoals; and
WHEREAS, the Company, Shoals and Xxxxxx are parties to an
Asset Purchase Agreement dated the date hereof (together with any
documents, certificates or instruments executed or delivered in
connection therewith the "Purchase Agreement") pursuant to which,
among other things, the Company acquired the Business and the
Purchased Assets of Shoals and assumed the Assumed Liabilities and,
in partial consideration therefor, issued and delivered to Shoals
an aggregate of 544,959 shares of the Common Stock of the Company
(the "Drew Shares"); and
WHEREAS, the Company agreed to use its best efforts to
cause the Drew Shares to be registered in accordance with a
registration statement declared effective under the Securities Act.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations and warranties contained herein,
and subject to the conditions hereinafter set forth, it is agreed
as follows:
1. Definitions
1.1 As used in this Agreement, the following terms
shall have the following meanings:
"Commission" means the Securities and Exchange
Commission, or any other federal agency then administering the
Exchange Act or the Securities Act, as defined herein.
"Common Stock" means the Company's Common Stock, par
value $0.01 per share, any stock into which such stock shall have
been changed, or any stock resulting from any reclassification of
such stock.
"Common Stock Outstanding" means at any time all
shares of Common Stock that are then outstanding, plus all shares
of Common Stock issuable upon conversion of instruments convertible
into Common Stock or upon exercise of options, warrants, rights or
other instruments to acquire Common Stock or instruments
convertible into Common Stock.
"Exchange Act" means the Securities Exchange Act of
1934, as amended, or any successor federal statute, and the rules
and regulations of the Commission promulgated thereunder, all as
the same shall be in effect from time to time.
"Listing" means the listing of the Common Stock on
the American Stock Exchange, any other national securities exchange
in the United States, or the trading of the Common Stock on any
national market system in the United States, including, but not
limited to, the over-the-counter market as shown by the National
Association of Securities Dealers automated quotation system.
"Person" means and includes natural persons,
corporations, limited partnership, general partnerships, joint
stock companies, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts, government
entities and authorities and other organizations, whether or not
legal entities.
"Register," "Registered" and "Registration" refer to
a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.
"Registrable Securities" means (i) the Drew Shares,
and (ii) shares of Common Stock issued as dividend or other
distribution with respect to or in exchange for or in replacement
of the Drew Shares; provided, however, that any shares described in
the foregoing clauses that have been resold to the public shall
cease to be Registrable Securities.
"Registration Expense" means all expenses the
Company incurs in complying with Section 2 hereof, including,
without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, Blue
Sky fees and expenses, and the expense of any special audits
incident to or required by any such Registration.
"Rule 144" means Rule 144 as promulgated by the
Commission under the Securities Act, as such Rule may be amended
from time to time, or any similar successor rule that the
Commission may promulgate.
"Securities Act" means the Securities Act of 1933,
as amended, or any successor federal statute, and the rules and
regulations of the Commission promulgated thereunder, all as the
same shall be in effect from time to time.
"Selling Expenses" means (i) all underwriting
discounts and selling commissions applicable to the sale of
Registrable Securities Registered and sold pursuant to Section 2
hereof; and (ii) the expenses of qualifying the Registrable
Securities covered by the Registration in a jurisdiction if and
only if and to the extent that the jurisdiction requires such
qualification expenses to be borne by the selling Shareholder.
"Shareholder" means Seller, Xxxxxx and any other
Person owning of record or beneficially Registrable Securities who
acquired Drew Shares from Seller or Xxxxxx in a transaction which
complies with the provisions of this Agreement and the Plan.
Capitalized terms not defined in this Agreement
shall have the meanings ascribed to them in the Purchase Agreement.
2. Registration Rights.
(a) Piggyback Registration Rights.
(i) If, at any time prior to the termination
of this Agreement, the Company determines to register any of its
securities, either for its own account or the account of a security
holder or holders exercising any demand registration rights, other
than a Registration relating solely to employee benefit plans on
Form S-8 or similar forms which may be promulgated in the future or
a Registration on Form S-4 or similar forms which may be
promulgated in the future relating solely to a Rule 145 or similar
transaction, the Company shall (1) promptly give to each
Shareholder written notice thereof (which shall include a list of
the jurisdictions in which the Company intends to attempt to
qualify such securities under the applicable Blue Sky or other
state securities laws) and (2) include in such Registration (and
any related qualification under Blue Sky laws or other compliance),
and in any underwriting involved therein, all Registrable
Securities of such Shareholders as specified in a written request
or requests made to the Company within twenty (20) days after
receipt of such written notice from the Company.
(ii) If the Registration of which the Company
gives notice is for a registered public offering involving an
underwriting, the Company shall so indicate in the notice given
pursuant to Section 2(a)(i). In such event, the right of any
Shareholder to Registration pursuant to this Section 2(a) shall be
conditioned upon such Shareholder's agreeing to participate in such
underwriting and in the inclusion of such Shareholder's Registrable
Securities in the underwriting to the extent provided herein. All
Shareholders proposing to distribute their Registrable Securities
through such underwriting shall (together with the Company and the
other security holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such
underwriting by the Company or by other security holders exercising
any demand registration rights.
(iii) Notwithstanding any other provision of
this Section 2(a), if the underwriter determines that marketing
factors require a limitation of the number of shares to be
underwritten, it may exclude some or all Registrable Securities or
other securities from such Registration and underwriting (an
"Underwriter Cutback"). In the event of an Underwriter Cutback,
the Company shall so advise all Shareholders and the other security
holders distributing their securities through such underwriting,
and the number of securities that may be included in the
Registration and underwriting shall be allocated (1) first, to the
Company, and (2) second, among all of the security holders
participating in the Registration, including the Shareholders
holding Registrable Securities, in proportion (as nearly as
practicable) to the number of shares owned by each such security
holder.
(iv) If any Shareholder disapproves of the
terms of any such underwriting, such Shareholder may elect to
withdraw therefrom by written notice to the Company and the
underwriter. Any Registrable Securities excluded or withdrawn from
such underwriting shall be withdrawn from such Registration.
(b) Form S-3 Registration. If at any time after
two (2) years from the date hereof and prior to the termination of
this Agreement, the Company receives from any Shareholder a written
request or requests that the Company effect a Registration on Form
S-3 and any related qualification or compliance with respect to all
or a part of the Registrable Securities of such Shareholders, the
Company shall:
(i) promptly give written notice of the
proposed Registration, and any related qualification or compliance,
to all other Shareholders; and
(ii) as soon as practicable, effect such
Registration and all such qualifications and compliances as may be
so requested and as would permit or facilitate the sale and
distribution of all or such portion of the Registrable Securities
as are specified in such request, together with all or such portion
of the Registrable Securities of any other Shareholder(s) joining
in such request as are specified in a written request given to the
Company within twenty (20) days after receipt of such written
notice from the Company; provided, however, that the Company shall
not be obligated to effect any such Registration, qualification or
compliance, pursuant to this Section 2(b):
(A) if Form S-3 is not available to the
Company for such offering by the Shareholders;
(B) if the Shareholders propose to sell
less than fifty percent (50%) shares of Registrable Securities;
(C) if the Company furnishes to the
Shareholders a certificate signed by the Company's President
stating that, in the good faith judgment of the Company's Board of
Directors, it would be seriously detrimental to the Company and its
shareholders for a Registration to be effected at such time, in
which event the Company shall have the right to defer the
Registration for a period of not more than one hundred twenty (120)
days after receipt of the request of the Shareholders under this
Section 2(b); provided, however, that the Company shall not utilize
this right more than once in any twelve (12) month period;
(D) in any particular jurisdiction in
which the Company would be required to qualify to do business or to
execute a general consent to service of process in effecting such
Registration, qualification or compliance, except in the States of
Alabama, Georgia and Tennessee.
(iii) Subject to the foregoing, as soon as
practicable after receipt of the request from the Shareholders, the
Company shall file, and use its best efforts to cause to become
effective, a registration statement on Form S-3 covering the
Registrable Securities and other securities so requested to be
Registered.
(c) Expenses of Company Registrations. All
Registration Expenses incurred in connection with any Registration,
qualification or compliance pursuant to this Section 2 (exclusive
of Selling Expenses) shall be borne by the Company. All Selling
Expenses shall be borne by the Shareholders.
(d) Registration Procedures. In the case of each
Registration, qualification or compliance effected by the Company
pursuant hereto, the Company shall keep each Shareholder advised in
writing as to the initiation of each Registration, qualification
and compliance and as to the completion thereof. At its expense,
the Company shall:
(i) keep such Registration, qualification or
compliance effective for a period of one hundred eighty (180) days
or until the Shareholder(s) have completed the distribution
described in the registration statement relating thereto, whichever
first occurs;
(ii) furnish such number of prospectuses and
other documents incident thereto as a Shareholder from time to time
may reasonably request;
(iii) prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by
such registration statement;
(iv) use its best efforts to register and
qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Shareholders; provided,
however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions, except in the States of Alabama, Georgia and
Tennessee;
(v) in the event of any underwritten public
offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the
managing underwriter of such offering, and each Shareholder
participating in such underwriting shall also enter into and
perform its obligations under such an agreement;
(vi) notify each Shareholder of Registrable
Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which
the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to
state a material fact misleading in the light of the circumstances
then existing;
(vii) furnish, at the request of any
Shareholder requesting Registration of Registrable Securities
pursuant to this Agreement, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection
with such Registration, (1) an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, in
form and substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, and
(2) a letter, dated such date, from the Company's independent
certified public accountants, in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the
underwriters.
(e) Information by Shareholders. The Shareholders
of Registrable Securities included in any Registration shall
furnish to the Company such information regarding such Shareholders
and the distribution they propose as the Company may reasonably
request in writing and as shall be required in connection with any
Registration, qualification or compliance referred to in this
Section 2.
(f) Transfer of Registration Rights. The right to
cause the Company to Register Registrable Securities under this
Section 2 may be assigned to a transferee or assignee of any of the
Registrable Securities not sold to the public, provided that the
transfer or assignment has been made in compliance with the
Purchase Agreement, this Agreement, and the Securities Act, and the
transferee agrees in writing to be bound by the provisions of this
Section 2.
(g) Rule 144 Reporting. With a view to making
available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of Registrable
Securities to the public without Registration, the Company agrees
to:
(i) use its best efforts to make and keep
public information available, as those terms are understood and
defined in Rule 144 at all times;
(ii) use its best efforts to then file with the
Commission in a timely manner all reports and other documents
required of the Company under the Exchange Act for so long as it is
subject to such reporting requirements; and
(iii) so long as a Shareholder owns any
Registrable Securities, to furnish to such Shareholder forthwith
upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 and of the
Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports
and documents of the Company as a Shareholder may reasonably
request in availing itself of any rule or regulation of the
Commission allowing a Shareholder to sell any Registrable
Securities without Registration.
(h) No Conflicting Agreements. The Company
represents and warrants to the Shareholders that it is not a party
to any agreement that conflicts in any manner with the
Shareholders' rights to cause the Company to Register Registrable
Securities pursuant to this Section 2.
(i) Indemnification.
(A) The Company shall indemnify each
Shareholder, each of such Shareholder's directors, officers,
employees and agents, and each Person controlling a Shareholder
within the meaning of Section 15 of the Securities Act, with
respect to which Registration, qualification or compliance has been
effected pursuant to this Section 2, and each underwriter, if any,
and each Person who controls any underwriter within the meaning of
Section 15 of the Securities Act (collectively, the "Shareholder
Indemnitees"), against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any
such Registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the
Company and relating to action or inaction required of the Company
in connection with any such Registration, qualification or
compliance, and shall reimburse each such Shareholder Indemnitee
for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, provided that the Company
shall not be liable to a Shareholder Indemnitee in any such case to
the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in
conformity with any information furnished to the Company by or on
behalf of any Shareholder Indemnitee or Underwriter Indemnitee
specifically for use in such Registration.
(B) Each Shareholder shall, if Registrable
Securities held by such Shareholder are included in the Registrable
Securities as to which a Registration, qualification or compliance
has been effected pursuant to this Section 2, indemnify the
Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such Registration,
qualification or compliance, each Person who controls the Company
or such underwriter within the meaning of Section 15 of the
Securities Act, and each other Shareholder, each of their
respective directors, officers, employees and agents and each
Person controlling such Shareholder within the meaning of Section
15 of the Securities Act (collectively, the "Company Indemnitees"),
against all expenses, claims, losses, damages and liabilities (or
actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration
statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such Registration,
qualification or compliance or based on any omission (or alleged
omission) to state therein, a material fact required to be stated
therein or necessary to make the statements therein, in the light
of the circumstances in which they were made, not misleading, or
any violation by the Company of any rule or regulation promulgated
under the Securities Act applicable to the Company in connection
with any such Registration, qualification, or compliance, and shall
reimburse the Company Indemnitees for any legal or any other
expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damages, liability or
action, in each case to the extent, but only if and to the extent,
that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document or any
amendment or supplement thereto in reliance upon and in conformity
with information furnished to the Company by or on behalf of any
Shareholder Indemnitee specifically for use in connection with such
Registration.
(C) Each party entitled to indemnification
under this Section 2(i) (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at its own expense; provided,
however, that if the interests of the Indemnified Party and the
Indemnifying Party are in conflict, then the Indemnified Party may
retain counsel separate from counsel for the Indemnifying Party,
which counsel shall be paid for and approved by Indemnifying Party,
which approval shall not be unreasonably withheld, and provided
further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 2(i) unless such failure resulted in
actual detriment to the Indemnifying Party. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party a release from all liability in respect
of such claim or litigation.
(D) If the indemnification provided for in
this Section 2(i) is held by a court of competent jurisdiction to
be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim,
damage, or expense in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one hand and of
the Indemnified Party on the other in connection with the
statements or omissions that resulted in such loss, liability,
claim, damage, or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and
of the Indemnified Party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such
statement or omission.
(j) Market Stand-Off.
(A) Each Shareholder hereby agrees that, if so
requested by the Company and the underwriter in connection with any
Registration of the Company's securities, such Shareholder will not
sell, make any short sale of, loan, grant any option for the
purchase of or otherwise dispose of any Registrable Securities
(other than those included in the Registration) to any Person
(other than a Person who agrees to be similarly bound) without the
prior written consent of the Company and the underwriter for such
period of time, not to exceed one hundred eighty (180) days (the
"Standstill Period"), from the effective date of such Registration
as the Company and the underwriter may specify; provided, however,
that such restriction shall apply only to a registration statement
of the Company to become effective after the date hereof (1) which
includes securities to be sold on the Company's behalf to the
public in an underwritten offering and (2) with respect to which
the Company has complied with its obligations under Section 2(a)
hereof. The Company may impose stop-transfer instructions with
respect to Registrable Securities subject to the restrictions
provided for in this Section 2(j) until the end of the Standstill
Period mandated by the Company and the underwriter.
(B) If the distribution restrictions described
in subsection (A) of this Section 2(j) are in effect, the Company
agrees not to effect any public sale or distribution of its equity
securities or securities convertible into or exchangeable or
exercisable for any of such securities during the one hundred
eighty (180) day period following the effective date of a
registration statement covering any Registrable Securities, except
as part of such Registration and except pursuant to a Registration
on Form S-8 or any successor or similar form thereto.
(k) Termination of Registration Rights. The rights
of the Shareholders pursuant to this Section 2 shall terminate
seven (7) years from the date hereof.
3. Nonwaiver; Cumulative Remedies.
No course of dealing or any delay or failure to
exercise any right hereunder on the part of any Shareholder shall
operate as a waiver of such right or otherwise prejudice the
rights, powers or remedies of such Shareholder. No single or
partial waiver by any Shareholder of any provision of this
Agreement or of any breach or default hereunder or of any right or
remedy shall operate as a waiver of any other provision, breach,
default right or remedy or of the same provision, breach, default,
right or remedy on a future occasion. The rights and remedies
provided in this Agreement are cumulative and are in addition to
all rights and remedies which each Shareholder may have in law or
in equity or by statute or otherwise.
4. Notices.
4.1 All notices and other communications hereunder
shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, telegram,
telex, facsimile or other standard form of telecommunication, or by
registered or certified post-paid mail, return receipt requested,
and addressed as follows, or to such other address as any party may
notify the other in accordance with the provisions hereof:
To the Company: Drew Industries Incorporated
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: President
-copy to-
Berlack, Israels & Xxxxxxxx LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
To Seller or
the Shareholder: Xxxxx X. Xxxxxx
Xxxxx #0
X. X. Xxx 000
Xxxxxxxxxx, XX 00000
-copy to-
Spain & Xxxxxx, LLC
The Xxxxxxx Building
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx X. XxXxxxxx, Xx., Esq.
5. Additional Provisions.
5.1 The Company, Seller and Xxxxxx shall execute
and deliver or cause to be executed and delivered to the other such
further instruments, documents and conveyances and shall take such
other action as may be reasonably required to more effectively
carry out the terms and provisions of this Agreement.
5.2 This Agreement shall be binding upon and inure to
the benefit of the Company, and its successors and assigns, and shall
be binding upon and inure to the benefit of any Shareholder and such
Shareholder's successors and assigns, or personal repre- sentatives
and heirs, as the case may be. This Agreement shall not be
assignable by any Shareholder without the prior written consent of
the Company, which consent shall not be unreasonably withheld;
provided, however, that withholding of consent based on
non-compliance with applicable securities laws shall not be deemed
unreasonable. The Company may assign its rights pursuant to this
Agreement to an entity which is under common control with it, or
which it controls, or by which it is controlled ("Assignee");
provided however, that, as between the Company and any Shareholder,
any such assignment shall not affect, diminish or reduce in any way
the obligations (monetary or otherwise) of the Company to any
Shareholder as set forth herein, it being agreed that all such
obligations constitute, and shall remain, direct, absolute,
unconditional obligations of the Company; and provided further, that
in the event of such assignment, Assignee shall be bound by the terms
and conditions of this Agreement as fully as if it were named with
the Company as a party hereto.
5.3 This Agreement and the documents referred to
herein constitute the whole agreement among the parties, and there
are no terms other than are contained herein or therein. No
variation hereof or thereof shall be deemed valid unless by full
performance by the parties hereto or by a writing signed by the
parties hereto.
5.4 This Agreement shall be governed by the laws of
the State of Delaware, without giving effect to the principles of
conflicts of laws, including, but not limited to, matters of
construction, validity and performance. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the United
States District Court for the Northern District of Georgia over any
suit, action or proceeding arising out of or relating to this
Agreement. Each party hereby irrevocably waives to the fullest
extent permitted by law, (i) any objection that they may now or
hereafter have to the venue of any such suit, action or proceeding
brought in any such court, (ii) any claim that any such suit,
action or proceeding has been brought in an inconvenient forum, and
(iii) all right to trial by jury in any proceeding enforcing or
defending any rights under this Agreement or relating hereto.
Final judgement in any such suit, action or proceeding brought in
any such court shall be conclusive and binding upon each party duly
served with process therein and may be enforced in the courts of
the jurisdiction of which either party or any of its property is
subject, by a suit upon such judgement.
5.5 This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall be
deemed to be one and the same instrument.
5.6 The headings in this Agreement are for the
convenience of reference only, and shall not affect in any manner
any of the terms or provisions hereof. For purposes of this
Agreement, where applicable, the masculine gender shall also
include the feminine gender.
5.7 Whether or not the transactions contemplated
herein are consummated, each of parties hereto shall be solely
liable for the fees and expenses incurred by such party's
attorneys, accountants and other representatives in connection with
the preparation of this Agreement, the documents deliverable
hereunder and any investigation or examination authorized herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be duly executed as of the day and year first above
written.
DREW INDUSTRIES INCORPORATED
By:________________________________
Xxxxx X. Xxxxxx
President and Chief Executive
Officer
SHOALS SUPPLY, INC.
By:________________________________
Xxxxx X. Xxxxxx, President
________________________________
Xxxxx X. Xxxxxx
