CONFIRMATION, REAFFIRMATION AND AMENDMENT OF PLEDGE AGREEMENT
Exhibit
10.15
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 below) 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 (each a “Pledgor”
and
collectively the “Pledgors”)
executed and delivered the Pledge Agreement in favor of JPMorgan Chase Bank,
N.A., as security trustee (the “Trustee”)
for
the benefit of the Noteholders 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 Pledgors hereby agrees, acknowledges and affirms that (i)
its
obligations and liabilities under the Pledge Agreement continue to be validly
due and owing and in full force and effect, (ii) such obligations and
liabilities extend to the obligations and liabilities of the Pledgors under
the
Amended Agreement, the Amended Notes and any and all Shelf Notes issued pursuant
to the Amended Agreement, and (iii) it has no defense, offset, counterclaim,
right of recoupment or independent claim against the Noteholders with respect
to
the Pledge Agreement, the Amended Agreement, the Amended Notes or otherwise.
The
Parent and the Existing Noteholders agree that (i) the reference to $60,000,000
in the second paragraph of the Pledge Agreement is deleted and replaced with
$125,000,000, and (ii) Schedule I to the Pledge Agreement is deleted and
replaced with the Schedule I attached hereto.
Each
of
the Pledgors agrees, acknowledges and affirms that the Amended Agreement and
the
Amended Notes are not intended by the parties to be, novations of the Existing
Note Purchase Agreement or the Existing Notes, the pledges and security
interests granted to the Trustee pursuant to the Pledge Agreement shall remain
valid, binding and in full force and effect as of the date of the Pledge
Agreement, subject to the terms of the Pledge Agreement, and any breach or
default by the Pledgors under the Pledge Agreement in existence immediately
prior to the execution and delivery of the Amended Agreement shall continue
to
exist and remain in effect, and shall not be deemed to be waived, released,
discharged or otherwise excused, and all rights and remedies of the Trustee
in
respect thereof may be fully exercised by the Trustee on or after the date
hereof in accordance with the Pledge Agreement. Although each of the Pledgors
has been informed of the matters set forth herein and has acknowledged and
agreed to the same, each Pledgor understands that the Noteholders have no
obligation to inform any Pledgor of such matters in the future or to seek any
Pledgor’s acknowledgment or agreement to future amendments, waivers or consents,
and nothing herein shall create such a duty.
Each
of
the undersigned also represents and warrants to the Noteholders that all of
the
representations and warranties made by the undersigned in the Pledge 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 Pledge
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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JPMORGAN
CHASE BANK, N.A., as Trustee
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By:
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Name:
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Title:
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DREW
INDUSTRIES INCORPORATED
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By:
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Name:
Xxxxxxx X. Xxxx
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Title:
President
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KINRO,
INC.
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XXXXXXX
COMPONENTS, INC.
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XXXXXXX
TIRE & AXLE, INC.
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By:
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Name:
Xxxxxxx X. Xxxx
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Title:
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:
Xxxxxxx X. Xxxx
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Title:
Chief Financial Officer
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