CONFIRMATION, REAFFIRMATION AND AMENDMENT OF SUBSIDIARY GUARANTEE AGREEMENT
Exhibit
10.12
CONFIRMATION,
REAFFIRMATION AND AMENDMENT OF
Dated:
As
of November 25, 2008
Reference
is made to (i) that certain Note Purchase and Private Shelf Agreement, dated
as
of February 11, 2005 (the “Original
Note Purchase Agreement”),
by
and between Kinro, Inc., an Ohio corporation (“Kinro”),
Xxxxxxx Components, Inc., a Delaware corporation (“Xxxxxxx
Components”,
and
together with Kinro, collectively, the “Co-Issuers”),
Drew
Industries Incorporated, a Delaware corporation, Prudential Investment
Management, Inc. (“Prudential”)
and
each of the holders of the 2005 Notes (as defined below) (Prudential and the
holders of the 2005 Notes, collectively, the “Noteholders”)
pursuant to which the Co-Issuers authorized the issue of their senior promissory
notes in the aggregate principal amount of up to $60,000,000 and (ii) that
certain Amended and Restated Note Purchase and Private Shelf Agreement, dated
as
of June 13, 2006 (the “Existing
Note Purchase Agreement”),
by
and between the Co-Issuers, the Parent, the Noteholders and each of the holders
of the 2006 Notes (as defined therein) pursuant to which the Original Note
Purchase Agreement was amended and restated and the Co-Issuers authorized the
issuance of their senior promissory notes in the aggregate principal amount
of
$60,000,000 (of which up to $40,000,000 could be floating rate senior promissory
notes). The Existing Note Purchase Agreement and the 2005 Notes (as defined
in
the Amended Agreement) are being amended and restated (as so amended and
restated, the 2005 Notes shall be referred to herein as the “Amended
Notes”)
pursuant to the terms of the Second Amended and Restated Note Purchase and
Private Shelf Agreement, of even date herewith (the “Amended
Agreement”).
Capitalized terms used but not defined herein shall have the meaning ascribed
to
them in the Amended Agreement.
Each
of
the undersigned Subsidiaries (each a “Guarantor”
and
collectively the “Guarantors”)
is a
party to the Subsidiary Guarantee Agreement entered into in connection with
the
execution and delivery of the Original Note Purchase Agreement and the issuance
and sale of the 2005 Notes. Each of the Guarantors hereby (i) acknowledges
receipt of a copy of the Amended Agreement, (ii) consents to the Co-Issuers’
execution and delivery of the Amended Agreement, (iii) acknowledges and affirms
that nothing contained in the Amended Agreement shall modify in any respect
whatsoever its Guarantee of the Obligations (as such term is defined in the
Subsidiary Guarantee Agreement) under the Subsidiary Guarantee Agreement and
reaffirms the Subsidiary Guarantee Agreement shall remain in full force and
effect, and (iv) acknowledges and agrees that, for the avoidance of doubt,
the
Obligations include obligations in respect of the Amended Agreement, the Amended
Notes and any and all Shelf Notes issued pursuant to the Amended Agreement.
Although each of the Guarantors has been informed of the matters set forth
herein and has acknowledged and agreed to the same, each Guarantor understands
that the Noteholders have no obligation to inform any Guarantor of such matters
in the future or to seek any Guarantor’s acknowledgment or agreement to future
amendments, waivers or consents, and nothing herein shall create such a
duty.
The
Parent and the Existing Noteholders agree that (i) the reference to $60,000,000
in the second paragraph of the Subsidiary Guarantee Agreement is deleted and
replaced with $125,000,000, (ii) the references to “Xxxxxxx Components Holding,
Inc.” in each of Schedule A and Schedule B to the Subsidiary Guarantee Agreement
are deleted and replaced with “Xxxxxxx Holding, Inc.”, and (iii) Attachment I to
the Subsidiary Guarantee Agreement is deleted and replaced with Attachment
I
attached hereto.
Each
of
the undersigned also represents and warrants to the Noteholders that all of
the
representations and warranties made by the undersigned in the Subsidiary
Guarantee Agreement are true and correct on the date hereof as if made on and
as
of the date hereof, except to the extent that any of such representations and
warranties relate by their terms to a prior date (which remain true and correct
as of such prior date).
[Remainder
of page intentionally left blank; next page is signature
page.]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Confirmation and Reaffirmation of Guarantee
Agreement to be executed on its behalf, as of the date first above written,
by
one of its duly authorized officers.
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COIL
CLIP, INC.
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KINRO
MANUFACTURING, INC.
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LD
REALTY, INC.
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XXXXXXX
COMPONENTS MANUFACTURING, INC.
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XXXXXXX
TIRE & AXLE, INC.
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LTM
MANUFACTURING, L.L.C.
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XXXXXX
MANUFACTURING COMPANY
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By:
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Name:
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Xxxxxxx
X. Xxxx
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Title:
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Vice
President
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KINRO
HOLDING, INC.
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XXXXXXX
HOLDING, INC.
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XXXXXXX
TIRE & AXLE HOLDING, INC.
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By:
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Name:
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Xxxxxxx
X. Xxxx
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Title:
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Chief
Financial Officer
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BBD
REALTY TEXAS LIMITED PARTNERSHIP
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KINRO
TENNESSEE LIMITED PARTNERSHIP
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KINRO
TEXAS LIMITED PARTNERSHIP
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By:
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Kinro
Manufacturing, Inc.,
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general
partner of each of the above
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By:
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Name:
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Xxxxxxx
X. Xxxx
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Title:
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Vice
President
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XXXXXXX
TIRE & AXLE TEXAS LIMITED PARTNERSHIP
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By:
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Xxxxxxx
Components Manufacturing, Inc.,
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general
partner of each of the above
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By:
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Xxxxxxx
X. Xxxx
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Title:
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Vice
President
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