Exhibit 4.01-6
to the
Credit Agreement
SUPPLEMENTAL SECURITY AGREEMENT dated as of May 15, 1997 among
Kinro, Inc., an Ohio corporation and Shoals Supply, Inc., a Delaware corporation
(each, a "Borrower"), the other parties listed on the signature pages hereof
(each a "Guarantor" and collectively, together with the Borrowers, the
"Debtors") and Texas Commerce Bank National Association as agent (in such
capacity, the "Special Collateral Agent") for the Secured Parties (as defined in
the Credit Agreement referred to below).
Reference is hereby made to the Credit Agreement dated as of May 15,
1997 (as amended, supplemented, or modified from time to time, the "Credit
Agreement") among the Borrowers, the financial institutions party thereto as
lenders (the "Lenders") and The Chase Manhattan 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 Lenders have agreed to make Loans to the Borrowers, all upon the
terms and subject to the conditions specified in the Credit Agreement. Each
Guarantor is a direct or indirect Subsidiary of a Borrower and has agreed to
guarantee, among other things, all the obligations of the Borrowers under the
Credit Agreement. The obligations of the Lenders to make Loans are conditioned
on, among other things, the execution and delivery by the Debtors of a security
agreement in the form hereof.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I.
Section 1.01. Definitions. In addition to the terms defined above, the
following words and terms shall have the respective meanings, and it is hereby
agreed with respect thereto, as follows:
"Account Debtor" shall mean any Person who is or may become
obligated under, with respect to or on account of an Account Receivable.
"Accounts Receivable" shall mean in respect of any Debtor, (i) all
present and future "accounts", "chattel paper" and "documents", as such terms
are defined in the Uniform Commercial Code, of such Debtor, (ii) without
limiting the foregoing, all right, title and interest, and all the rights,
remedies, security and Liens, in, to and in respect of any Accounts Receivable
of such Debtor, including, without limitation, all right, title and interest of
such Person in any returned goods, all guaranties or other contracts of
suretyship with respect to Accounts Receivable, deposits, or other security for
the obligation of any Account Debtor, any credit or other insurance, any rights
to stoppage in transit, replevin, reclamation, or resale, and (iii) without
limiting the foregoing, all right, title and interest of such Debtor in, to and
in respect of invoices or other documents or instruments with respect to, or
otherwise representing or evidencing, any Account Receivable.
"Agreement" shall mean this Security Agreement, as it shall be
amended, supplemented or otherwise modified from time to time.
"Collateral" shall mean and collectively refer to all of the present
and future right, title and interest of each Debtor in (i) all of its Accounts
Receivable, General Intangibles, Inventory, Equipment and Records, and all other
personal property of such Debtor and (ii) all Proceeds, rent, issues, profits,
and products of, and all distributions and collections in respect of, the
foregoing property described in clause (i); in each case whether now owned or
hereafter acquired and wherever located, but in each case only to the extent
located in the State of Alabama, and excluding any of the rights and other
property described in Schedule 1.01 hereto.
"Equipment" shall mean, in respect of any Debtor, all present and
future machinery, equipment (including, without limitation, all manufacturing,
warehouse, and office equipment), fixtures, trade fixtures, engineering drawings
and diagrams, tools and tooling (including any rights in respect of tools or
tooling in the possession of others), computer and other data processing
equipment, furniture, office, production or data processing supplies on hand or
in transit, other miscellaneous supplies and other tangible property of any kind
now owned or hereafter acquired by such Debtor or in which such Debtor now has
or may hereafter acquire any right, title or interest and wheresoever located,
in all its forms, including, without limitation, all "equipment" of such Debtor
within the meaning of the Uniform Commercial Code and all such property located
in any plant, warehouse, office or other space leased, owned or occupied by such
Debtor and all of such Debtor's interest in all leasehold improvements and any
and all additions, accessions and appurtenances thereto, substitutions therefor
and replacements thereof, together with all attachments, components, parts and
accessories installed thereon or affixed thereto.
"General Intangibles" shall mean, in respect of any Debtor, all
general intangibles of such Person of every nature, whether now existing or
hereafter acquired, arising or created, and shall include, in any event, all
"general intangibles" within the meaning of the Uniform Commercial Code, and,
without limiting the foregoing, all Intellectual Property, all goodwill and
deposit accounts and all contracts, causes of action and choses in action,
suits, judgments, statutory and other claims and demands, whether or not now
known to exist, including in respect of intercompany loans, and including all
Federal, state and other income tax refunds of such Person and all rights and
claims of subrogation, recoupment, contribution or indemnity (whether in equity,
at law, by contract or otherwise) of such Person against any other Person,
including, without limitation, any letter of credit, guarantee, claim, security
interest, or other security held to secure payment by an Account Debtor of any
Account Receivable.
"Intellectual Property" shall mean, in respect of any Debtor, all
intellectual and similar property of such Debtor of every kind and nature now
owned or hereafter acquired by such Debtor, including inventions, designs,
patents, patent applications, copyrights, copyright registrations, applications
to register copyrights, licenses, trademarks (including service marks),
trademark or service xxxx applications, trade names, trade secrets, confidential
or proprietary technical and business information, know-how, show-how or other
data or information, software and databases and all embodiments or fixations
thereof and related
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documentation, registrations and franchises, and all additions, improvements and
accessions to, and books and records describing or used in connection with, any
of the foregoing.
"Inventory" shall mean, in respect of any Debtor, all present and
future inventory of such Debtor of every type or description, including, without
limitation, all goods now owned or hereafter acquired, held for sale or lease,
or furnished or to be furnished under contracts of service or consumed in such
Person's business (including all such goods that have been returned or
repossessed), whether raw, in process or finished, all materials or equipment
useable in processing the same, scrap inventory, spare parts, all supplies, all
packaging materials, all documents of title covering any inventory and all
additions and accessions thereto, and shall include, in any event, all
"inventory" within the meaning of the Uniform Commercial Code, wherever located.
"Obligations" shall mean, collectively, (a) the due and punctual
payment of (i) the principal of and interest (including interest accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans when and as due, whether at maturity, by acceleration, upon one or
more dates on which repayment or prepayment is required, or otherwise, (ii) each
payment required to be made by the Borrowers under the Credit Agreement in
respect of the Letter of Credit when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), (x) of the Borrowers to one or
more of the Secured Parties under the Credit Agreement, (y) of the Guarantors
under the Guarantee Agreements, (z) of the Borrowers and of the other Credit
Parties under any other Loan Documents (including this Agreement) to which the
Borrowers or such other Credit Parties are or are to be parties, and (aa) of the
Borrowers (or either of them) to any Lender as an Interest Rate Protection
Merchant under or in respect of any Interest Rate Hedging Agreement now or
hereafter in effect, and (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and of the Borrowers and of the other Credit Parties under
the other Loan Documents (including the Guarantee Agreements and this Agreement)
and under any Interest Rate Hedging Agreement.
"Perfection Certification" shall have the meaning given thereto in
Section 2.02(c).
"Proceeds" shall have the meaning assigned to it under the Uniform
Commercial Code and, in any event, shall include but not be limited to any
consideration received from the sale, exchange, lease or other disposition of
any asset or property which constitutes Collateral, any distribution in respect
thereof or payment or collection thereon, and any payment received from any
insurer or other Person as a result of the destruction, loss, theft or other
involuntary conversion of whatever nature of any asset or property that
constitutes Collateral, and shall include, without limitation, all cash and
negotiable instruments received or
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held by any Secured Party pursuant to any lockbox or similar arrangement
relating to the payment of Accounts Receivable.
"Records" shall mean, in respect of any Debtor, all instruments,
files, ledgers and books of account and other records of such Debtor, including,
without limitation, all customer lists, computer programs, computer disks and
tapes, printouts and other materials upon which is stored any information
relating to such Debtor's business, now owned or hereafter acquired, wherever
located.
Section 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits, and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. References to
provisions of statutes, rules, regulations, and other documents shall be deemed
to include successor provisions thereto. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time.
ARTICLE II.
Section 2.01. Security Interest. As security for the due and punctual
payment and performance of its Obligations, each Debtor hereby mortgages,
pledges, assigns, transfers, sets over, hypothecates, conveys, grants and
delivers to the Special Collateral Agent, its successors and its assigns, for
the ratable benefit of the Secured Parties, a first priority security interest
in all of such Debtor's right, title, and interest in, to, and under the
Collateral.
Section 2.02. Representations, Warranties and Covenants. Each Debtor
hereby represents and warrants to, and covenants with, each Secured Party, as
follows:
(a) Except for the foregoing security interest granted to the
Special Collateral Agent, such Debtor is and will at all times continue to be
the direct owner of, and have good and marketable title to the Collateral in
respect of which it has purported to grant a security interest hereunder, free
and clear of all Liens, and has not made and will not make any assignment,
pledge, hypothecation or transfer of, or create or suffer to exist any Lien, on
any such Collateral other than in favor of the Special Collateral Agent for the
ratable benefit of the Secured Parties.
(b) Such Debtor (i) has, and at all times will have, good
right and full legal power and authority to grant, confirm and continue the
security interest granted hereunder and to execute, deliver, and perform its
obligations hereunder, all without the consent or approval of any party, other
than any such consent or approval as has been obtained and (ii) will defend its
title and interest to the Collateral and the security interest (and priority
thereof) of the Special Collateral Agent against any and all attachments, Liens,
or other impedi ments of any nature, however arising, of all persons whomsoever.
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(c) The Perfection Certificate in the form of Exhibit 2.02
hereto (the "Perfection Certification") has been duly prepared, completed and
executed and the information set forth therein is correct and complete. Fully
executed Uniform Commercial Code financing statements or other appropriate
filings, recordings or registrations (other than, in respect of copyrights, such
as would be made in the United States Copyright Office) containing a description
of the Collateral have been delivered to the Special Collateral Agent for filing
in each governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate, which are all the filings, recordings and registrations
that are necessary to publish notice of and protect the validity of and to
establish a valid and perfected security interest in favor of the Special
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral (other than copyrights, to the extent that recordings and
registration in the United States Copyright Office may be necessary) in which
the security interest granted hereunder may be perfected by filing, recording or
registration in the United States (or any political subdivision thereof) and its
territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing
of continuation statements (and except that recordation in addition to
registration of any unregistered copyrights in the United States Copyright
Office may be necessary with respect to Collateral consisting of copyrights).
(d) Such Debtor will not (i) change its chief executive office
or Taxpayer Identification Number or remove its records, except if otherwise
permitted hereunder and if to a location within the continental United States of
America and upon at least thirty (30) days' prior written notice to the Special
Collateral Agent thereof or (ii) change its name (or do business under other
names), identity or structure (including, without limitation, by merger or
consolidation, whether or not permitted under the Credit Agreement) unless the
Special Collateral Agent shall have received at least thirty (30) days' prior
notice thereof and (in any such case under clause (i) or (ii)) prior to
effecting or permitting any such change such Debtor shall have taken such
action, satisfactory to the Special Collateral Agent, to maintain the security
interest of the Special Collateral Agent for the ratable benefit of the Secured
Parties in all the Collateral granted hereunder at all times valid, fully
perfected and in full force and effect.
(e) Such Debtor shall not permit or suffer any of the
Equipment or Inventory to be located at any place other than the locations
specified in the Perfection Certificate (except in connection with sales of such
Inventory permitted in the ordinary course of business) unless the Special
Collateral Agent shall have received thirty (30) days' prior written notice
thereof and such Debtor shall have taken such action, satisfactory to the
Special Collateral Agent, to maintain the security interest in such Equipment or
Inventory at all times following such change of location valid, fully perfected
and in full force and effect.
(f) Such Debtor shall at all times keep such accurate and
complete accounting records with respect to the Collateral as is consistent with
its current practices and in accordance with such prudent and standard practices
used in industries that are the same as or similar to those in which such Debtor
is engaged and, at such time or times as the Special Collateral Agent may
reasonably request, promptly prepare and deliver to the Special Collateral Agent
a duly certified schedule or schedules in form and detail reasonably
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satisfactory to the Special Collateral Agent showing the identity, amount and
location of any and all Collateral.
(g) The security interest of the Special Collateral Agent
hereunder for the ratable benefit of the Secured Parties constitutes a valid
security interest in all the Collateral, and such security interest secures the
payment and performance of the Obligations, prior to any other Lien in any of
the Collateral.
(h) Appropriately completed Uniform Commercial Code financing
statements having been filed as contemplated by paragraph (c), above, the
security interest of the Special Collateral Agent hereunder for the ratable
benefit of the Secured Parties shall be a fully perfected security interest in
all of the Collateral in which a security interest may be perfected by filing or
recording (except for recordation or registration in respect of copyrights) (i)
such Debtor has not and will not consent to the filing or recording by any
Person of, or in respect of, any Lien in any Collateral (except by or on behalf
of the Special Collateral Agent in respect of the security interest hereunder).
Section 2.03. No Assumption of Liability. The security interest hereunder
is granted as security only and shall not subject the Special Collateral Agent
or any other Secured Party to, or in any way alter or modify, any obligation or
liability of any Debtor with respect to or arising out of any of the Collateral.
Each Debtor shall remain liable to, at its own cost and expense, duly and
punctually observe and perform all the conditions and obligations to be observed
and performed by it under each contract, agreement or instrument relating to the
Collateral, all in accordance with the terms and conditions thereof, and each
Debtor agrees to indemnify and hold harmless the Special Collateral Agent and
the other Secured Parties from and against any and all liability for such
performance.
Section 2.04. Periodic Certification. Each year, at the time that
delivery of annual financial statements with respect to the preceding fiscal
year is required pursuant to the Credit Agreement, each Debtor shall deliver to
the Special Collateral Agent a certificate executed by the chief financial
officer of such Debtor setting forth the information required pursuant to
Section 2 of the Perfection Certificate.
Section 2.05. Matters Relating to Collateral.
(a) Each Debtor agrees, at its expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Special Collateral Agent may from
time to time reasonably request to better assure, preserve, protect and perfect
the security interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the security interest hereunder and
the filing of any financing statements or other documents in connection
herewith. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note or other
instrument (other than a check issued in payment in the ordinary course of
business and timely deposited), such note or instrument shall be immediately
pledged and delivered to the Special Collateral Agent, duly endorsed in a manner
satisfactory to the Special Collateral Agent (and shall be received, and held
uncommingled in trust for the benefit
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of the Special Collateral Agent for the ratable benefit of the Secured Parties
pending such endorsement and delivery).
(b) The Special Collateral Agent and such persons as the
Special Collateral Agent may reasonably designate shall have the right, at any
reasonable time or times upon reasonable notice and at the Debtor's own cost and
expense, to inspect the Collateral, all Records related thereto (and to make
extracts and copies from such Records) and the premises upon which any of the
Collateral is located, to discuss any Debtor's affairs with the officers of such
Debtor and its independent accountants and to verify under reasonable procedures
the validity, amount, quality, quantity, value, condition and status of or any
other matter relating to, the Collateral, including, in the case of Accounts
Receivable or Collateral in the possession of any third party, by contacting
Account Debtors or the third party in possession of such Collateral for the
purpose of making such a verification. The Special Collateral Agent shall have
the absolute right to share any information it gains from such inspection or
verification with any other Secured Party.
(c) At its option, the Special Collateral Agent may discharge
past due taxes, assessments, charges, fees or Liens, at any time levied or
placed on the Collateral (or any part thereof), and may pay for the maintenance
and preservation of the Collateral to the extent any Debtor fails to do so as
required by this Agreement or the other Loan Documents, and such Debtor agrees
to reimburse the Special Collateral Agent on demand for any payment made or any
reasonable and documented expense incurred by the Special Collateral Agent
pursuant to the foregoing authorization; provided, however, that nothing in this
paragraph shall be interpreted as excusing any Debtor from the performance of,
or imposing any obligation on the Special Collateral Agent or any other Secured
Party to cure or perform, any covenants or other promises of any Debtor with
respect to taxes, assessments, charges, fees or Liens or maintenance as set
forth herein or in the other Loan Documents.
(d) If at any time any Debtor shall take and perfect a
security interest in any property of an Account Debtor or any other Person to
secure payment and performance of an Account Receivable, such Debtor shall
promptly assign such security interest to the Special Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the
perfected status of the security interest against creditors of and transferees
from the Account Debtor or other person granting the security interest.
Section 2.06. Use of Collateral. The Debtors may use but not dispose of
the Collateral in any lawful manner not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document, except that the
Debtors may dispose of Collateral (including sale of Inventory in the ordinary
course of business) to the extent expressly permitted by provisions of the Loan
Documents. Without limiting the generality of the foregoing, each Debtor agrees
that it shall not permit any Inventory to be in the possession or control of any
warehouseman, bailee, agent or processor at any time unless such warehouseman,
bailee, agent or processor shall have been notified of the security interest
hereunder and shall have agreed in a writing in form and substance reasonably
satisfactory to the Special Collateral Agent to hold the Inventory subject to
the security interest hereunder and the instructions of the Special Collateral
Agent and to waive and release any Lien held by it with respect to such
Inventory, whether arising by operation of law or otherwise.
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Section 2.07. Modifications, etc.
(a) None of the Debtors will, without the Special Collateral
Agent's prior written consent, grant any extension of the time of payment of any
of the Accounts Receivable, compromise, compound or settle the same for less
than the full amount thereof, release, wholly or partly, any person liable for
the payment thereof or allow any credit or discount whatsoever thereon, other
than extensions, credits, discounts, compromises or settlements granted or made
in the ordinary course of business and consistent with prior practice. After a
default or an Event of Default shall have occurred and during the continuation
thereof, the Special Collateral Agent may notify the Debtors not to grant or
make any such extension, credit, discount, compromise, or settlement under any
circumstances without its prior written consent.
(b) Without limiting any other provisions of this Agreement,
upon the occurrence and during the continuation of an Event of Default, the
Special Collateral Agent may, in its sole discretion, in its name or in the name
of any Debtor, or otherwise, demand, xxx for, collect or receive any money or
property at any time payable or receivable on account of or in exchange for, or
make any compromise or settlement deemed desirable with respect to, any of the
Collateral, but shall be under no obligation to do so, and the Special
Collateral Agent may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any of the
Collateral, without thereby incurring responsibility to, or discharging or
otherwise affecting any liability of, any Debtor. The Special Collateral Agent
will not be required to take any steps to preserve any rights against prior
parties to the Collateral. The Special Collateral Agent may (but shall not be
obligated to), after notice to any Debtor, make such payments and take all such
other action as the Special Collateral Agent deems necessary to protect its
security interest in the Collateral hereunder and/or the value thereof, and the
Special Collateral Agent is hereby authorized (without limiting the general
nature of any authority elsewhere herein conferred) to pay, purchase, contest,
or compromise any Lien on any of the Collateral.
ARTICLE III.
Section 3.01. Remedies, Possession, Sale of Collateral, etc.
(a) Upon the occurrence and during the continuation of an
Event of Default, each Debtor agrees to deliver each item of Collateral to the
Special Collateral Agent on demand, and it is agreed that the Special Collateral
Agent shall have the right (subject to applicable law) to take any of or all the
following actions at the same or different times: (i) in respect of any
Collateral consisting of Intellectual Property, on demand, to cause the security
interest hereunder therein to become an assignment, transfer and conveyance of
any of or all such Collateral by such Debtor to the Special Collateral Agent,
and in connection therewith to affix a date to and file with the United States
Patent and Trademark Office any instrument of assignment held by the Special
Collateral Agent for such purpose; or to license or, to the extent permitted by
applicable law, sublicense, whether general, special or otherwise, and whether
on an exclusive or non-exclusive basis, any such Collateral throughout the world
on such terms and conditions and in such manner as the Special Collateral Agent
shall determine (other than
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in violation of any then-existing licensing arrangements to the extent that
waivers cannot be obtained), and (ii) with or without legal process and with or
without previous notice or demand for performance, to take possession of the
Collateral and without liability for trespass to enter any premises where the
collateral may be located for the purpose of taking possession of or removing
the Collateral, to demand and receive Collateral from any Person in possession
thereof, to take such measures as it may deem necessary or proper for the care
or protection thereof, and, generally, to exercise any and all rights afforded
to a secured party under the Uniform Commercial Code or other applicable law.
Without limiting the generality of the foregoing, the Special Collateral Agent
may sell or cause to be sold, whenever it shall decide, in one or more sales or
parcels, at such prices as it may deem best, and for cash, on credit or for
future delivery, without assumption of any credit risk, all or any portion of
the Collateral, at any broker's board or at public or private sale, without
demand of performance or notice of intention to sell or of time or place of sale
(except ten (10) days' written notice to the Debtors of the time and place of
such sale, which the Debtors hereby agree to be commercially reasonable, and
such other notices as may be required by applicable statute and cannot be
waived), the Special Collateral Agent shall have the right to assign, transfer
and deliver to the purchaser or purchasers thereof the Collateral so sold, and
any Person may be the purchaser of all or any portion of the Collateral so sold
and thereafter hold the same absolutely, free from any claim or right of
whatever kind, including any equity of redemption of any Debtor, any such
demand, notice, claim, right or equity being hereby expressly waived and
released. At any sale or sales made pursuant to this Agreement, any Secured
Party may bid for or purchase, free from any claim or right of whatever kind,
including any equity of redemption of any Debtor, any such demand, notice,
claim, right or equity being hereby expressly waived and released, all or any
portion of the Collateral offered for sale, and may make any payment on account
thereof by using any claim for money then due and payable to such Secured Party
from any Debtor as a credit against the purchase price, and may hold, retain,
and dispose of such property without further accountability to such Debtor in
respect thereof. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Special Collateral Agent may (in its sole and absolute discretion) determine.
The Special Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Special Collateral
Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned. In case any sale of all or
any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Special Collateral Agent until the
sale price is paid in full by the purchaser or purchasers thereof, but the
Special Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again as if not
previously so sold. For purposes hereof, (i) a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof, (ii) the
Special Collateral Agent shall be free to carry out such sale pursuant to such
agreement and (iii) no Debtor shall be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Special Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Obligations paid in full. The Secured
Parties shall in any such sale have no obligations or responsibility whatsoever
to make any representations or warranties with respect to the
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Collateral or any part thereof, and shall not be chargeable with any of the
obligations or liabilities of any Debtor. As an alternative to exercising the
power of sale herein conferred upon it, the Special Collateral Agent may proceed
by a suit or suits at law or in equity to foreclose upon the Collateral and to
sell the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section
shall be deemed to conform to the commercially reasonable standards as provided
in Section 9- 504(3) of the Uniform Commercial Code as in effect in the State of
New York or its equivalent in other jurisdictions.
(b) Each Debtor hereby agrees that it will indemnify and hold
the Special Collateral Agent and the other Secured Parties, and their respective
officers, directors, employees, agents, and representatives harmless (except for
their own wilful misconduct or gross negligence) from and against any and all
claims with respect to the Collateral asserted both before and after the taking
of actual possession or control of the Collateral by the Special Collateral
Agent pursuant to this Agreement, or arising out of any act or omission of any
party other than the Special Collateral Agent prior to such taking of actual
possession or control by the Special Collateral Agent, or arising out of any act
or omission of such Debtor, or any agents thereof, before or after the
commencement of such actual possession or control by the Special Collateral
Agent. In any action hereunder the Special Collateral Agent shall be entitled to
the appointment, without notice, of a receiver to take possession of all or any
portion of the Collateral and to exercise such powers as the court shall confer
upon such receiver. Notwithstanding the foregoing, upon the occurrence of an
Event of Default, and during the continuation of such Event of Default, the
Special Collateral Agent shall be entitled to apply, without prior notice to any
Debtor, any cash or cash items constituting Collateral in the possession of the
Special Collateral Agent to payment of the Obligations.
Section 3.02. Grant of License to Use Intellectual Property. For the
purpose of enabling the Special Collateral Agent to exercise its rights and
remedies hereunder, each Debtor hereby grants to the Special Collateral Agent an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to such Debtor) to use, license or sub-license any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Debtor to the extent of the interest of such Debtor therein at such
time, and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such licenses by the Special
Collateral Agent shall be exercised, at the option of the Special Collateral
Agent upon the occurrence and during the continuation of an Event of Default,
provided that any license, sub-license or other transaction entered into by the
Special Collateral Agent in accordance herewith shall be binding upon each
Debtor notwithstanding any subsequent cure of an Event of Default. In operating
under the license granted by each Debtor pursuant to this Section, the Special
Collateral Agent agrees that the goods sold and services rendered under the
trademarks included in the Intellectual Property shall be of a nature and
quality substantially consistent with those theretofore offered under the
trademarks by such Debtor and such Debtor shall have the right to inspect during
the term of such license, at any reasonable time or times upon reasonable notice
to the Special Collateral Agent, and at such Debtor's own cost and expense,
representative samples of goods sold and services rendered under the trademarks.
-10-
Section 3.03. Application of Proceeds Upon Default.
(a) Each Debtor hereby agrees that it shall upon the
occurrence and during the continuation of an Event of Default, (i) immediately
turn over to the Special Collateral Agent any instruments (with appropriate
endorsements) or other items constituting Collateral not then in the possession
of the Special Collateral Agent, the possession of which is required for the
perfection of the Special Collateral Agent's security interest for the ratable
benefit of the Secured Parties, all of which shall be held in trust for the
benefit of the Special Collateral Agent for the ratable benefit of the Secured
Parties and not commingled prior to its coming into the Special Collateral
Agent's possession, and (ii) take all steps necessary to cause all sums, monies,
royalties, fees, commissions, charges, payments, advances, income, profits, and
other amounts constituting Proceeds of any Collateral to be deposited directly
in an account of the Debtors (or any of them) with the Special Collateral Agent
and to cause such sums to be applied to the satisfaction of the Obligations.
(b) All proceeds from any collection or sale of the Collateral
pursuant hereto, all Collateral consisting of cash, and all deposits in accounts
of any Debtor with any Secured Party shall be applied (i) first, to the payment
of the fees and expenses of the Special Collateral Agent incurred pursuant to
this Agreement or any other Loan Document, including costs and expenses of
collection or sale, reimbursement of any advances, and any other costs or
expenses in connection with the exercise of any rights or remedies hereunder or
thereunder (including, without limitation, reasonable fees and disbursements of
counsel), (ii) second, to the payment in full of the Obligations owed to the
Lenders and the Issuing Bank in respect of the Loans, LC Disbursements and any
Interest Rate Hedging Agreements now or hereafter in effect, pro rata as among
the Lenders (including, but not limited to, any of them as an Interest Rate
Protection Merchant) in accordance with the amounts of such Obligations owed to
them, and (iii) third, to the payment of the Obligations (other than those
referred to above) pro rata as among the Secured Parties in accordance with the
amounts of such Obligations owed to them. Any amounts remaining after such
applications shall be remitted to the Debtors or as a court of competent
jurisdiction may otherwise direct. The Special Collateral Agent shall have
absolute discretion as to the time of application of any such proceeds, cash, or
balances in accordance with this Agreement.
Section 3.04. Power of Attorney.
(a) Each Debtor does hereby irrevocably make, constitute and
appoint the Special Collateral Agent or any officer or designee thereof its true
and lawful attorney-in-fact with full power in the name of the Special
Collateral Agent, and of such Debtor, with power of substitution, to, upon the
occurrence and during the continuation of an Event of Default, receive, open and
dispose of all mail addressed to such Debtor, to endorse any note, check, draft,
money order, or other evidence of payment relating to the Collateral that may
come into the possession of the Special Collateral Agent, with full power and
right to cause the mail of such Debtor to be transferred to the Special
Collateral Agent's own offices or otherwise; to communicate with any Account
Debtor in respect of any Accounts Receivable; to commence or prosecute any
suits, actions or proceedings to collect or otherwise realize upon any
Collateral or enforce any rights in respect thereof; to settle, compromise,
adjust or defend any claims in respect of any Collateral; to notify any Account
Debtors or otherwise require
-11-
them to make payment directly to the Special Collateral Agent; to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal
with all or any of the Collateral, and to do any and all other acts necessary or
proper to carry out the intent of this Agreement and each other Loan Document
and the grant, confirmation and continuation of the security interests hereunder
and thereunder. Such power of attorney is coupled with an interest and is
irrevocable, and shall survive the bankruptcy, insolvency or dissolution of any
or all of the Debtors. Nothing herein contained shall be construed as requiring
or obligating the Special Collateral Agent or any other Secured Party to make
any commitment or to make any inquiry as to the nature or sufficiency of any
payment received by the Special Collateral Agent or any other Secured Party, or
to present or file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Special Collateral Agent and the
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Debtor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct. The provisions of this Section shall in no
event relieve any Debtor of any of its obligations hereunder or under the other
Loan Documents with respect to the Collateral or any part thereof or impose any
obligation on the Special Collateral Agent to proceed in any particular manner
with respect to the Collateral or any part thereof, or in any way limit the
exercise by any Secured Party of any other or further right that it may have on
the date of this Agreement or hereafter, whether hereunder, under any other Loan
Document, by law or otherwise. Any sale of Collateral pursuant to the provisions
of this Section shall be deemed to conform to the commercially reasonable
standards as provided in Section 9-504(3) of the Uniform Commercial Code as in
effect in the State of New York or its equivalent in other jurisdictions.
(b) Without limiting the preceding paragraph, each Debtor does
hereby further irrevocably make, constitute and appoint the Special Collateral
Agent or any officer or designee thereof its true and lawful attorney-in-fact
with full power in the name of the Special Collateral Agent, and of such Debtor,
with power of substitution, (i) to enforce all of such Debtor's rights under and
pursuant to all agreements with respect to the Collateral, all for the sole
benefit of the Special Collateral Agent and the Secured Parties, (ii) to enter
into and perform such agreements as may be reasonably necessary in order to
carry out the terms, covenants and conditions of this Agreement that are
required to be observed or performed by such Debtor, (iii) to execute such other
and further mortgages, pledges and assignments of the Collateral and filings or
recordations in respect thereof as the Special Collateral Agent may require for
the purpose of protecting, maintaining or enforcing the security interest of the
Special Collateral Agent hereunder for the ratable benefit of the Secured
Parties, (iv) to act as authorized in Section 3.05 hereof, and (v) to do any and
all other things reasonably necessary or proper to carry out the intention of
this Agreement and the grant, confirmation, continuation and perfection of the
security interests hereunder. Such power of attorney is coupled with an interest
and is irrevocable, and shall survive the insolvency, bankruptcy, or dissolution
of any or all of the Debtors.
Section 3.05. Financing Statements, Direct Payments, Confirmation of
Receivables and Audit Rights. Each Debtor hereby authorizes the Special
Collateral Agent to file Uniform Commercial Code financing statements (and any
other filings) required in connection with the
-12-
perfection or preservation of the security interest hereunder in respect of all
or any part of the Collateral, and amendments thereto and continuations thereof
with regard to such Collateral, without its signature, or, in the alternative,
to execute such items on behalf of such Debtor pursuant to the powers of
attorney granted in the preceding Section. Each Debtor further authorizes the
Special Collateral Agent to confirm with any Account Debtor the amounts payable
to such Debtor with regard to the Collateral and to participate with such Debtor
in the audits of its respective Account Debtors. Each Debtor hereby further
authorizes the Special Collateral Agent upon the occurrence and during the
continuation of an Event of Default to notify any Account Debtor that all sums
payable to such Debtor relating to the Collateral shall be paid directly to the
Special Collateral Agent.
Section 3.06. Termination. The security interest granted hereunder shall
terminate when all the Obligations have been fully, finally and indefeasibly
paid and performed, the Revolving Credit Exposure of each Lender shall be zero,
and when the Revolving Credit Commitment of each Lender shall have terminated.
Thereupon, the Special Collateral Agent will execute and deliver, at each
Debtor's expense, Uniform Commercial Code termination statements reasonably
requested by such Debtor evidencing the release of the security interest
hereunder, all without recourse to or warranty by the Special Collateral Agent.
Section 3.07. Remedies Not Exclusive. The remedies conferred upon or
reserved to the Special Collateral Agent and the Secured Parties in this Article
and elsewhere in this Agreement are intended to be in addition to, and not in
limitation of any other remedy available to the Special Collateral Agent and the
other Secured Parties.
ARTICLE IV.
MISCELLANEOUS
Section 4.01. No Discharge. All rights of the Special Collateral Agent
hereunder, the security interest granted hereunder, and the obligations of each
Debtor under this Agreement shall be absolute and unconditional and shall remain
in full force and effect without regard to, and shall not be released,
discharged or in any way diminished by (i) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document (including this
Agreement and each Guarantee Agreement), any agreement with respect to any of
the Obligations or any other agreement or instrument relating to any of the
foregoing, (ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations or any other amendment or waiver of
or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to the foregoing, (iii)
any exchange, release or nonperfection of any other collateral, or any release
or amendment or waiver of or consent to or departure from any guaranty, for all
or any of the Obligations, (iv) any exercise or nonexercise by the Special
Collateral Agent or any other Secured Party of any right, remedy, power or
privilege under or in respect of this Agreement, any other Loan Document or
applicable law, including, without limitation, any failure by the Special
Collateral Agent or any other Secured Party to setoff or release in whole or in
part any balance of any deposit account or credit on its books in favor of any
Credit Party or any waiver, consent, extension, indulgence or other action or
inaction in respect of any
-13-
thereof, or (v) any other act or thing or omission or delay to do any other act
or thing which may or might in any manner or to any extent vary the risk of any
Credit Party or would otherwise, but for this specific provision to the
contrary, operate as a discharge of or exonerate any Credit Party as a matter of
law.
Section 4.02. Amendment; Waiver. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by any Debtor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Special Collateral Agent with the written consent of the Required Lenders. Any
such waiver, consent or approval shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any
Debtor in any case shall entitle any Debtor to any other or further notice or
demand in the same, similar or other circumstances. No waiver by any Secured
Party of any breach or default of or by any Debtor under this Agreement shall be
deemed a waiver of any other previous breach or default or any thereafter
occurring.
Section 4.03. Survival; Severability.
(a) All covenants, agreements, representations and warranties
made by the Debtors herein and in the certificates or other instruments prepared
or delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Special Collateral
Agent and the Secured Parties and shall survive the making by the Lenders of the
Loans, and the execution and delivery to the Lenders of any Notes evidencing
such Loans, regardless of any investigation made by the Secured Parties or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments
have not been terminated.
(b) Any provision of this Agreement that is illegal, invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without invalidating the remaining provisions hereof or affecting the legality,
validity or enforceability of such provisions in any other jurisdiction. The
parties hereto agree to negotiate in good faith to replace any illegal, invalid
or unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or to otherwise amend this Agreement to achieve such result.
Section 4.04. Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Debtor, or the Special Collateral Agent that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns. No Debtor may assign or transfer any of its
rights or obligations hereunder or any interest herein or in the Collateral
except as expressly contemplated by this Agreement or the other Loan Documents
(and any such attempted assignment shall be void).
-14-
Section 4.05. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Section 4.06. Headings. The Article and Section headings in this Agreement
are for convenience only and shall not affect the construction hereof.
Section 4.07. Notices. Notices, consents and other communications provided
for herein shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.01 of the Credit Agreement. Communications
and notices to any party hereto shall be given to it at its address set forth in
Schedule 4.07 hereto.
Section 4.08. Reimbursement of the Special Collateral Agent.
(a) The Debtors jointly and severally agree to pay upon demand
to the Special Collateral Agent the amount of any and all reasonable and
documented expenses, including the reasonable and documented fees and expenses
of its counsel and of any experts or agents, that the Special Collateral Agent
may incur in connection with (i) the administration of this Agreement (including
the customary fees and expenses of the Special Collateral Agent for any audits
conducted by it with respect to the Accounts Receivable or Inventory), (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Special Collateral Agent hereunder, or (iv) the failure
by any Debtor to perform or observe any of the provisions hereof. If the Debtors
shall fail to do any act or thing that they have covenanted to do hereunder or
any representation or warranty of the Debtors hereunder shall be breached, the
Special Collateral Agent may (but shall not be obligated to) do the same or
cause it to be done or remedy any such breach and there shall be added to the
Obligations the cost or expense incurred by the Special Collateral Agent in so
doing.
(b) Without limitation of their indemnification obligations
under the other Loan Documents, the Debtors jointly and severally agree to
indemnify the Special Collateral Agent and the Secured Parties and their
respective officers, directors, employees, agents, attorneys, and
representatives ("Indemnitees") against, and hold each of them harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees and expenses, incurred by or asserted against any of
them arising out of, in any way connected with, or as a result of, the
execution, delivery or performance of this Agreement or any claim, litigation,
investigation or proceeding relating hereto or to the Collateral, whether or not
any Indemnitee is a party thereto, provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses have resulted from the gross negligence or
willful misconduct of such Indemnitee.
(c) Any amounts payable as provided hereunder shall be
additional Obligations secured hereby and by the other Security Documents. The
provisions of this Section shall remain operative and in full force and effect
regardless of the termination of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Agreement
-15-
or any other Loan Document or any investigation made by or on behalf of the
Special Collateral Agent or any Secured Party. All amounts due under this
Section shall be payable on written demand therefor and shall bear interest at
the default rate (as provided in the Credit Agreement).
Section 4.09. Counterparts; Additional Debtors. (a) This Agreement may be
executed in separate counterparts (telecopy of any executed counterpart having
the same effect as manual delivery thereof), each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
agreement.
(b) Upon execution and delivery after the date hereof by the Special
Collateral Agent and a Subsidiary of the Company of an instrument in the form of
Exhibit 4.09(b) hereto, such Subsidiary shall become a Debtor hereunder with the
same force and effect as if originally named as a Debtor herein. The execution
and delivery of such instrument shall not require the consent of any Debtor
hereunder. The rights and obligations of each Debtor hereunder shall remain in
full force and effect notwithstanding the addition of, or the failure to add,
any new Debtor as a party hereto, in each case whether or not required under the
Credit Agreement.
Section 4.10. Entire Agreement; Jurisdiction; Consent to Service of
Process.
(a) Except as expressly herein provided, this Agreement and
the other Loan Documents constitute the entire agreement among the parties
relating to the subject matter hereof. Any previous agreement among the parties
with respect to the transactions contemplated hereunder is superseded by this
Agreement and the other Loan Documents. Except as expressly provided herein or
in the other Loan Documents, nothing in this Agreement or in any other Loan
Document, expressed or implied, is intended to confer upon any party, other than
the parties hereto, any rights, remedies, obligations or liabilities under or by
reason of this Agreement or such other Loan Documents.
(b) Each Debtor hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Special Collateral
Agent or any other Secured Party may otherwise have to bring any action or
proceeding relating to this Agreement against any Debtor or its properties in
the courts of any jurisdiction.
(c) Each Debtor hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in the preceding paragraph. Each of the parties hereto
-16-
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.
(d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 4.07. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.
Section 4.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
-17-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers or representatives
as of the day and year first above written.
TEXAS COMMERCE BANK NATIONAL KINRO, INC.
ASSOCIATION, as Special
Collateral Agent
By: By:
------------------------- -------------------------
Name: Name:
Title: Title:
SHOALS SUPPLY, INC.
By:
-------------------------
Name:
Title:
KINRO HOLDING, INC.
By:
-------------------------
Name:
Title:
SHOALS HOLDING, INC.
By:
-------------------------
Name:
Title:
KINRO MANUFACTURING, INC.
By:
-------------------------
Name:
Title:
-00-
XXXXX XXXXX LIMITED PARTNERSHIP
By: Kinro Manufacturing, Inc.,
its general partner
By:
-------------------------
Name:
Title:
KINRO TENNESSEE LIMITED
PARTNERSHIP
By: Kinro Manufacturing, Inc.,
its general partner
By:
-------------------------
Name:
Title:
SHOALS SUPPLY TEXAS LIMITED
PARTNERSHIP
By: Shoals Supply, Inc.,
its general partner
By:
-------------------------
Name:
Title:
SHOALS SUPPLY TENNESSEE LIMITED
PARTNERSHIP
By: Shoals Supply, Inc.,
its general partner
By:
-------------------------
Name:
Title:
-19-
Schedule 1.01
to
Supplemental Security
Agreement
Rights and other property excluded from Collateral
All present and future right, title and interest of any Debtor as a
partner in the limited partnerships listed below and any successor(s) thereto or
assignee(s) thereof, and the rights and interest of any Debtor in respect
thereof arising under the respective agreements, documents and/or certificates
(including, without limitation, any publicly filed documents) constituting or
governing any such limited partnership, and all other benefits pertaining
thereto and any and all general intangibles and accounts now owned or hereafter
arising or acquired relating to the interest of any Debtor in any such limited
partnership and/or any of the foregoing rights, title, interests, or benefits,
including any custodial accounts containing or to the extent relating to any of
the foregoing rights and other property, together with the Proceeds of the
foregoing.
Limited Partnerships
Kinro Texas Limited Partnership, a Texas limited partnership
Kinro Tennessee Limited Partnership, a Tennessee limited partnership
Shoals Supply Texas Limited Partnership, a Texas limited partnership
Shoals Supply Tennessee Limited Partnership, a Tennessee limited partnership
Schedule 4.07
to
Supplemental Security
Agreement
Addresses for Notice
--------------------------------------------------------------------------------
Party Mailing Address County
--------------------------------------------------------------------------------
Texas Commerce Bank 1111 Xxxxxx Tarrant
National Association Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Kinro, Inc. 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Shoals Supply, Inc. 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Kinro Holding, Inc. c/o Drew Industries Incorporate Westchester
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Shoals Holding, Inc. c/o Drew Industries Incorporate Westchester
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Kinro Texas Limited 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Xxxxxxxxxxx Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Kinro Manufacturing, Inc. 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Kinro Tennessee Limited 000 Xxxxxxxx Xxxxxxxxx Xxxx
Partnership Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Shoals Supply Texas Limited 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Xxxxxxxxxxx Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Shoals Supply Tennessee 190 Durham Road Union
Limited Partnership Xxxxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
