[EXECUTION COPY]
JOINDER AGREEMENT
This JOINDER AGREEMENT (this "Joinder"), dated as of August 31, 1999, by
X.X. XXXXXXX MANUFACTURING CO., LLC, a limited liability company organized under
the laws of the State of New York, XXXXXX LOCK, LLC, a limited liability company
organized under the laws of the State of Delaware, ESP LOCK PRODUCTS, LLC, a
limited liability company organized under the laws of the State of Delaware,
GITS MANUFACTURING COMPANY, LLC, a limited liability company organized under the
laws of the State of Delaware, MARINE INDUSTRIES COMPANY, LLC, a limited
liability company organized under the laws of the State of Delaware, and XXXXXX
ELECTRIC, LLC, a limited liability company organized under the laws of the State
of Delaware (each a "Joining Party" and, collectively, the "Joining Parties"),
is delivered to SOCIETE GENERALE, as Agent (the "Agent") for the Lenders
referred to below, pursuant to the Credit Agreement, dated as of January 19,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among KEY COMPONENTS, LLC, as Borrower, each of the
Subsidiaries of the Borrower identified as Guarantors in the Credit Agreement
(the "Guarantors"), the various financial institutions from time to time party
thereto (the "Lenders") and the Agent. Terms used herein but not defined herein
shall have the meanings provided for in the Credit Agreement unless otherwise
specified.
Each Joining Party has been created by the Borrower, and as such each
Joining Party is required, pursuant to Section 7.1.8 of the Credit Agreement, to
become a Guarantor and an Obligor under the Credit Agreement and, accordingly,
agrees as follows:
1. By this Joinder, such Joining Party becomes a Guarantor and an
Obligor under the Credit Agreement for all purposes under the Credit
Agreement.
2. By this Joinder, such Joining Party becomes a Grantor (as such
term is defined in the Security Agreement defined below) under the Amended
and Restated Guarantor Security Agreement, dated as of January 19, 1999
(the "Security Agreement"), for all purposes under the Security Agreement.
IN WITNESS WHEREOF, each Joining Party has caused this Joinder to be duly
executed as of the date first above written.
JOINING PARTIES
X.X. XXXXXXX MANUFACTURING CO., LLC
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
XXXXXX LOCK, LLC
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
ESP LOCK PRODUCTS, LLC
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
GITS MANUFACTURING COMPANY, LLC
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
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XXXXXX ELECTRIC, LLC
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
Accepted and Acknowledged by:
SOCIETE GENERALE,
as Agent for the Lenders
By:________________________________
Name:
Title:
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XXXXXX ELECTRIC, LLC
By:
-------------------------------------
Name:
Title:
Accepted and Acknowledged by:
SOCIETE GENERALE,
as Agent for the Lenders
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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