Exhibit 4.01-3
to the
Credit Agreement
SUBORDINATION AGREEMENT dated as of May 15, 1997 made by DREW
INDUSTRIES INCORPORATED, a Delaware corporation (the "Company") and each direct
and indirect Subsidiary of the Company (each, together with the Company, a
"Credit Party"), with and in favor of THE CHASE MANHATTAN BANK, as agent (in
such capacity, the "Administrative Agent") for the Lenders (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 Kinro, Inc., an Ohio corporation and Shoals Supply, Inc., a
Delaware corporation as Borrowers (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 upon the
terms and subject to the conditions specified in the Credit Agreement. Each
Borrower is a direct Subsidiary of the Company. The Credit Parties may make
loans and advances to other Credit Parties upon the terms and conditions thereto
contained in the Credit Agreement, including, without limitation, the
subordination of such obligations to the obligations of the Credit Parties under
the Loan Documents. The obligations of the Lenders to make Loans are conditioned
on, among other things, the execution and delivery by each Credit Party of a
Subordination Agreement in the form hereof.
NOW, THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1.01. Definitions; Terms. References to this "Agreement" shall be
to this Subordination Agreement as amended, supplemented, or otherwise modified
from time to time. The term "Senior Obligations" shall mean, collectively, 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
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. The term "Subordinated Debt" shall mean any and all
Indebtedness, obligations and liabilities that is or was at any time owed by any
Credit Party to any other Credit Party (including all interest accrued or to
accrue thereon up to the date of such full payment thereof) of every kind and
nature whatsoever, whether represented by negotiable instruments or other
writings, whether direct or indirect, absolute or contingent, due or not due,
secured or unsecured, original, renewed, modified or extended, now in existence
or hereafter incurred, originally contracted with the Credit Party or with
another Person, and whether contracted alone or jointly and/or severally with
another or others.
Section 2.01. Subordination. Each Credit Party hereby agrees that all
claims and demands, and all interest accrued or that may hereafter accrue
thereon, in respect of any Subordinated Debt are subject and subordinate to the
prior indefeasible payment and satisfaction in full in cash of all Senior
Obligations. In furtherance of and not in limitation of the foregoing:
(i) no payment or prepayment of any principal or
interest on account of, and no repurchase, redemption or other retirement
(whether at the option of the holder or otherwise) of Subordinated Debt
shall be made, if at the time of such payment, prepayment, repurchase,
redemption or retirement or immediately after giving effect thereto there
shall exist a Default or Event of Default;
(ii) in the event of any insolvency or bankruptcy
proceedings, and any receivership, liquidation, reorganization or other
similar proceedings in connection therewith, relating to any Credit Party
or to its creditors, as such, or to its property, and in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of
any Credit Party, whether or not involving insolvency or bankruptcy, then
the holders of Senior Obligations shall be entitled to receive final,
indefeasible payment in full in cash of all Senior Obligations (including
interest thereon accruing after the commencement of any such proceedings,
whether or not allowed or allowable as a claim in such proceedings) (and
the LC Exposure shall have been reduced to zero and the Commitments shall
have terminated), before the holders of the Subordinated Debt (including
any other Credit Party) shall be entitled to receive any payment or other
distribution on account of the Subordinated Debt, and to that end the
holders of Senior Obligations shall be entitled to receive distributions
of any kind or character, whether in cash or property or securities, which
may be payable or deliverable in any such proceedings in respect of the
Subordinated Debt;
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(iii) in the event that any Subordinated Debt is
declared due and payable before its expressed maturity because of the
occurrence of an event of default (under circumstances when the provisions
of the foregoing paragraphs (i) or (ii) are not applicable), the holders
of the Senior Obligations outstanding at the time such Subordinated Debt
so becomes due and payable because of such occurrence of such an event of
default shall be entitled to receive final, indefeasible payment in full
in cash of all Senior Obligations (and the LC Exposure shall have been
reduced to zero and the Commitments shall have terminated) before the
holders of the Subordinated Debt (including any Credit Party) are entitled
to receive any payment or other distribution on account of the
Subordinated Debt;
(iv) in the event that, notwithstanding the occurrence
of any of the events described in paragraphs (i), (ii) and (iii), any such
payment or distribution of assets of any Credit Party of any kind or
character, whether in cash, property or securities, shall be received by
the holders of Subordinated Debt (including any Credit Party) before all
Senior Obligations are finally and indefeasibly paid in full in cash (and
the LC Exposure shall have been reduced to zero and the Commitments shall
have terminated) such payment or distribution shall be held in trust for
the benefit of, and shall be promptly paid over or delivered to the
holders of such Senior Obligations or their representative or
representatives, including the Administrative Agent, or as their
respective interests may appear, for application to the payment of all
Senior Obligations remaining unpaid to the extent necessary to pay such
Senior Obligations in full in cash, in accordance with the terms thereof,
after giving effect to any concurrent payment or distribution to the
holders of such Senior Obligations; and
(v) no holder of Senior Obligations shall be prejudiced
in its right to enforce subordination of the Subordinated Debt by any act
or failure to act on the part of any Credit Party.
Section 2.02. No Payment or Security. Each Credit Party agrees not to
make payment (except if permitted under Section 2.01 hereof) of, or give any
security for, any Subordinated Debt.
Section 2.03. Waiver; No Limitations. (a) Each Credit Party waives any
and all notice of the acceptance of the subordination hereunder and of the
creation or accrual of any of the Senior Obligations or of any renewals,
extensions, increases, or other modifications thereof from time to time, or of
the reliance of any Lender or any other Secured Party upon this Agreement.
(b) Nothing contained herein shall constitute or be deemed to be a
waiver or to limit any rights in any insolvency proceeding or under applicable
law of any Lender or any other Secured Party as a creditor of any Credit Party,
including in respect of any claim that any payment in respect of Subordinated
Debt, whether or not permitted under Section 2.01 hereof, is a preferential
transfer or otherwise should be set aside or recovered for the benefit of
creditors of any Credit Party.
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Section 2.04. No Impairment of Subordination. Each holder of Subordinated
Debt hereby consents that the liability of each Credit Party or of any other
party for or upon the Senior Obligations may from time to time, in whole or in
part, be renewed, increased, extended, or modified, in any and all respects, or
accelerated, compromised, settled or released, and that any collateral security
and Liens for the Senior Obligations, or any guarantee or other accommodation in
respect thereof may, from time to time, in whole or in part, be exchanged, sold,
released or surrendered by the Administrative Agent, the Collateral Agent, the
Special Collateral Agent, the Issuing Bank, or any Lender, as it may deem
advisable, or that any security interest may be unperfected, and that the
financial condition, legal status, corporate structure or identity, entity
classification, affiliation, or any other characteristic affecting any Credit
Party, or affecting any Senior Obligation, may change in any respect whatsoever,
and any other fact or circumstance may occur that would, but for this specific
provision to the contrary, relieve such holder of Subordinated Debt from the
provisions of this Agreement, all without impairing the subordination contained
in this Agreement and without any notice to or assent from such holder of
Subordinated Debt.
Section 2.05. Proof of Claim; Past Default. (a) Each holder of
Subordinated Debt hereby irrevocably authorizes the Administrative Agent, and
irrevocably constitutes and appoints it as its attorney in fact with full power
(coupled with an interest, and with power of substitution) for the benefit of
the Lenders, in the name, place and stead of such holder of Subordinated Debt
and whether or not a default exists with respect to the Subordinated Debt, to
file proofs of claim for the full amount of the Subordinated Debt held by it
against any obligor in respect thereof or such obligor's property in any
statutory or non-statutory proceeding affecting such obligor or the Subordinated
Debt or any other proceeding and to vote the full amount of the Subordinated
Debt (i) for or against any proposal or resolution; (ii) for a trustee or
trustees or for a committee of creditors; or (iii) for the acceptance or
rejection of any proposed arrangement, plan of reorganization, composition,
settlement or extension and in connection with any such proceeding.
(b) After the occurrence and during the continuation of a
Default or Event of Default, should any payment or distribution or collateral
security or proceeds of any collateral security be received or collected by the
holder of any Subordinated Debt for or on account of any Subordinated Debt,
prior to the time that all Senior Obligations have been fully, finally, and
indefeasibly paid in cash (and the LC Exposure reduced to zero and the
Commitments terminated), such holder of Subordinated Debt shall forthwith
deliver the same to the Administrative Agent, in precisely the form received
(with the endorsement of such holder of Subordinated Debt where necessary), for
application on account of the Senior Obligations (or, in the case of collateral
security, delivery to the Collateral Agent or the Special Collateral Agent as
the Administrative Agent shall designate, for such application thereby) and such
holder of Subordinated Debt agrees that, until so delivered, the same shall be
deemed received by such holder of Subordinated Debt as trustee for the Secured
Parties in trust for the Secured Parties; and in the event of the failure of
such holder of Subordinated Debt to endorse any instrument for the payment of
money so received payable to its order, the Administrative Agent or any officer
or employee thereof is hereby irrevocably constituted and appointed attorney in
fact for such holder of Subordinated Debt, with full power (coupled with an
interest and with full power of substitution) to make any such endorsement. In
the event that such holder of Subordinated Debt fails to make such delivery,
such holder of Subordinated Debt agrees to
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immediately pay to the Administrative Agent for the ratable benefit of the
Lenders an amount equivalent to any such payment or the value of such security
received.
Section 2.06. No Transfer. Each Credit Party represents and warrants to
the Secured Parties that such Credit Party has not (except for the benefit of
the Secured Parties) granted any security interest in or made any other transfer
or assignment of any Subordinated Debt (except to the Collateral Agent or the
Special Collateral Agent, in each case for the ratable benefit of the Secured
Parties) and agrees that such Credit Party will not grant a security interest
therein or make any other transfer or assignment thereof (except to or as
designated by the Administrative Agent).
Section 2.07. Instruments. Each Credit Party represents and warrants to
the Secured Parties that as of the date hereof the Subordinated Debt is not
represented by any instruments or other writings. Each Credit Party agrees that
at no time hereafter will any part of the Subordinated Debt be represented by
any instruments or other writings, except such instruments or other writings, if
any, (i) that in each case bear a legend clearly referring to this Agreement and
setting forth that the obligations represented by such instruments or writings
are subject to the subordination hereunder, and (ii) true copies of which shall
have been delivered to the Administrative Agent promptly after execution
thereof. Subordinated Debt not evidenced by an instrument or document shall
nevertheless be deemed subordinated by virtue of this Agreement.
Section 2.08. Statements of Account; Books and Records. Each holder of
Subordinated Debt further hereby agrees that it will render to the
Administrative Agent or any Lender upon demand, from time to time, a statement
of the account of each Credit Party with it. Each holder of Subordinated Debt
agrees that its respective books and records, and financial statements, will
appropriately show that the Subordinated Debt is subject to this Agreement.
Section 2.09. Other Subordination Provisions. The subordination hereunder
shall be in addition to, and shall not limit or be limited by, any subordination
provisions contained in any Guarantee Agreement or other Loan Document.
Section 3.01. Representation and Warranties. Each Credit Party represents
and warrants to the Secured Parties that all representations and warranties
relating to it in the Credit Agreement are true and correct.
Section 4.01. Amendment; Waiver. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by any Credit Party therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Administrative 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
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in the same, similar or other circumstances. No waiver of any
breach or default of or by any Credit Party under this Agreement shall be deemed
a waiver of any other previous breach or default or any thereafter occurring.
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Section 4.02. Survival; Severability.
(a) All covenants, agreements, representations and warranties
made by the Credit Parties herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document (i) shall be considered to have been relied upon by the
Lenders 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 Administrative Agent, the Collateral
Agent, the Special Collateral Agent, the Issuing Bank, or any Lender or on their
behalf, and (ii) shall continue in full force and effect as long as any of the
Obligations is outstanding and unpaid, the LC Exposure does not equal zero, and
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 4.03. 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 Credit Party that are contained in this Agreement shall
bind and inure to the benefit of each party hereto and their respective
successors and assigns. No Credit Party may assign or transfer any of its rights
or obligations hereunder except as expressly contemplated by this Agreement or
the other Loan Documents (and any such attempted assignment shall be void).
Section 4.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Section 4.05. Headings; Interpretation. The Article and Section headings
in this Agreement are for convenience only and shall not affect the construction
hereof. The rules of interpretation of Section 1.03 of the Credit Agreement
shall apply to this Agreement.
Section 4.06. 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 Credit Party shall be given to it at its
address set forth in Schedule A hereto.
Section 4.07. Counterparts; Additional Parties. (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.
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(b) Upon execution and delivery after the date hereof by the
Administrative Agent and a Subsidiary of the Company of an instrument in the
form of Exhibit 4.07(b) hereto, such Subsidiary shall become a party hereto with
the same force and effect as if originally named herein. The execution and
delivery of such instrument shall not require the consent of any Credit Party.
The rights and obligations of each Credit Party and each other holder of
Subordinated Debt hereunder shall remain in full force and effect
notwithstanding the addition of, or the failure to add, any Person as a party
hereto, in each case whether or not required under the Credit Agreement.
Section 4.08. Jurisdiction; Consent to Service of Process.
(a) Each Credit Party 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 any other Loan Document, 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
Administrative Agent, the Collateral Agent, the Special Collateral Agent, the
Issuing Bank, or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Credit Party
or its properties in the courts of any jurisdiction.
(b) Each Credit Party 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 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.
(c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 4.06. 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 4.09. 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 ANY OTHER LOAN DOCUMENT 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
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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.
IN WITNESS WHEREOF, the parties hereto have caused this
Subordination Agreement to be duly executed and delivered by their respective
officers or representatives as of the day and year first above written.
DREW INDUSTRIES INCORPORATED
By:
-----------------------------
Name:
Title:
KINRO, INC.
By:
-----------------------------
Name:
Title:
SHOALS SUPPLY, INC.
By:
-----------------------------
Name:
Title:
KINRO HOLDING, INC.
By:
-----------------------------
Name:
Title:
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SHOALS HOLDING, INC.
By:
-----------------------------
Name:
Title:
KINRO MANUFACTURING, INC.
By:
-----------------------------
Name:
Title:
KINRO TEXAS 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:
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SHOALS SUPPLY TENNESSEE LIMITED PARTNERSHIP
By: SHOALS SUPPLY, INC., its general partner
By:
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
-----------------------------
Name:
Title:
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Schedule A
to
Subordination Agreement
Addresses for Notice
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Party Mailing Address County
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Drew Industries Incorporated ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Kinro, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Shoals Supply, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Kinro Holding, Inc. c/o Drew Industries Incorporated Westchester
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Shoals Holding, Inc. c/o Drew Industries Incorporated Westchester
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Kinro Manufacturing, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Kinro Texas Limited ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Kinro Tennessee Limited ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
Partnership ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Shoals Supply Texas Limited ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Shoals Supply Tennessee ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Limited Partnership ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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The Chase Manhattan Bank Loan and Agency Bank Services New York
Group
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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