Exhibit 10.183
SUPPLEMENT dated as of November 13, 2001 to the Subordination Agreement
(as amended, supplemented, or modified from time to time, the "Subordination
Agreement") made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the
"Company") and each direct and indirect subsidiary thereof party thereto
(collectively, together with the Company, the "Credit Parties") and JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan Bank) as Agent (the
"Administrative Agent") for the Secured Parties (as such term is defined in the
Credit Agreement referred to below).
Reference is hereby made to the Credit Agreement dated as of January 28,
1998 as amended and restated as of the date hereof (as further amended,
supplemented, or modified from time to time, the "Credit Agreement") among KINRO
INC., an Ohio corporation, XXXXXXX TIRE & AXLE, INC. (formerly known as Shoals
Supply, Inc.), a Delaware corporation, XXXXXXX COMPONENTS, INC., a Delaware
corporation, the financial institutions party thereto as lenders (the "Lenders")
and JPMORGAN CHASE BANK as administrative agent (in such capacity, the
"Administrative Agent").
Terms used herein as defined terms and not otherwise defined herein shall
have the meanings given thereto in the Credit Agreement.
The Credit Parties have entered into the Subordination Agreement to induce
the Lenders to make the Loans. Pursuant to (and as more particularly set forth
in) Sections 4.01A(e) and 5.09 of the Credit Agreement, each undersigned
Subsidiary of the Company (each, a "New Credit Party") is required to become a
party to the Subordination Agreement pursuant to an instrument in form, scope
and substance satisfactory to the Administrative Agent. Section 4.07(b) of the
Subordination Agreement provides that the New Credit Party may become a party to
the Subordination Agreement by entering into an agreement in the form of this
Supplement.
Accordingly, and for other good and lawful consideration the receipt and
sufficiency of which are hereby acknowledged, the Administrative Agent and the
New Credit Party agree as follows:
Section 1. In accordance with Section 4.07(b) of the Subordination
Agreement, each New Credit Party by its signature below becomes a party to the
Subordination Agreement with the same force and effect as if originally a
signatory thereto, and each New Credit Party hereby agrees (a) to all the terms
and provisions of the Subordination Agreement applicable to it as a Credit Party
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Credit Party thereunder are true and correct on and
as of the date hereof. Each reference to a "Credit Party" in the Subordination
Agreement shall be deemed to include each New Credit Party. The Subordination
Agreement is hereby incorporated herein by reference.
Section 2. Each New Credit Party represents and warrants to the
Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).
Section 3. This Supplement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute but one instrument. This Supplement shall become
effective as to a New Credit Party when the Administrative Agent shall have
received counterpart of this Supplement that bears such signature of such New
Credit Party and the Administrative Agent.
Section 4. Each New Credit Party agrees to furnish (including herewith) to
the Administrative Agent such information as the Administrative Agent or any
Lender shall reasonably request in connection with such New Credit Party.
Section 5. Except as expressly supplemented hereby, the Subordination
Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in any other Loan Document shall not in any way be affected or
impaired. The parties hereto shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
Section 8. All communications and notices hereunder shall be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to the New Credit Party shall be given to
it at the address set forth under its signature hereto.
Section 9. The New Credit Parties agree, jointly and severally, to
reimburse the Administrative Agent for its expenses incurred in connection with
this Supplement, including the reasonable fees, other charges and disbursements
of counsel.
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IN WITNESS WHEREOF, each New Credit Party and the Administrative Agent
have duly executed this Supplement as of the day and year first above written.
Coil Clip, Inc., an Alabama corporation
By:_______________________
Name:
Title:
Address of the New Credit Party:
c/o Drew Industries Incorporated
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
LD Realty, Inc., a Kentucky corporation
By:_______________________
Name:
Title:
Address of the New Credit Party
c/o Drew Industries Incorporated
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Xxxxxxx Components of Canada, Inc., a Province of
Ontario, Canada corporation
By:_______________________
Name:
Title:
Address of the New Credit Party
c/o Drew Industries Incorporated
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
JPMORGAN CHASE BANK,
as Administrative Agent
By:_______________________
Name:
Title:
Address:
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