EXHIBIT 10.2
SUBSIDIARY GUARANTEE
CHS ELECTRONICS, INC. (NEVADA)
CHS DELAWARE, INC.
CHS DELAWARE L.L.C.
CHS AMERICAS, INC.
Each Subsidiary Guarantor, hereby, jointly and severally with the other
Subsidiary Guarantors, unconditionally guarantees to each Holder of Notes
authenticated and delivered by the Trustee and to the Trustee and its sucessors
and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the Obligations of the Company to the Holders or the Trustee under
the Notes or under the Indenture that: (a) the principal of, and premium, if
any, and interest on the Notes shall be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on overdue
principal of interest on the Notes, if any, if lawful and all other Obligations
of the Company to the Holders or the Trustee under the Indenture or under the
Notes shall be promptly paid in full or performed all in accordance with the
terms thereof; and (b) in case of any extension of time of payment or renewal of
any Notes or any such other Obligations, the same will be promptly paid in full
when due in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed, for whatever reason, the Guarantors will be jointly and
severally obligated to pay the same immediately.
The Obligations of the Subsidiary Guarantors to the Holders of Notes
and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article X of the Indenture, and reference is hereby made
to such Indenture for the precise terms of this Subsidiary Guarantee. The terms
of Article X of the Indenture are incorporated herein by reference.
No stockholder, officer, director or incorporator, as such, past,
present or future, of the Subsidiary Guarantor shall have any personal liability
under this Subsidiary Guarantee by reason of his or its status as such
stockholder, officer, director or incorporator.
This is a continuing Subsidiary Guarantee and shall remain in full
force and effect and shall be binding upon each Subsidiary Guarantor and its
respective successors and assigns to the extent set forth in the Indenture until
full and final payment of all of the Company's Obligations under the Notes and
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders of Notes and, in the event of any transfer or
assignment of rights by any Holder of Notes or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof. This is a Subsidiary Guarantee of payment and not a guarantee of
collection.
In certain circumstances more fully described in the Indenture, any
Subsidiary Guarantee may be released from its liability under this Subsidiary
Guarantee, and any such release will be
effective whether or not noted hereon.
This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
For purposes hereof, each Subsidiary Guarantor's liability will be that
amount from time to time equal to the aggregate liability of such Subsidiary
Guarantor hereunder, but shall be limited to the lesser of (i) the aggregate
amount of the Obligations of the Company under the Notes and the Indenture and
(ii) the amount, if any, which would not have (A) rendered such Subsidiary
Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law and
in the Debtor and Creditor Law of the State of New York) or (B) left it with
unreasonably small capital at the time its Subsidiary Guarantee of the Notes was
entered into, after giving effect to the incurrence of existing indebtedness
immediately prior to such time; PROVIDED that, it shall be a presumption in any
lawsuit or other proceeding in which such Subsidiary Guarantor is a party that
the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set
forth in clause (i) above unless any creditor, or representative of creditors of
such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of
such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of such Subsidiary Guarantor is limited to the amount set forth in
clause (ii). The Indenture provides that, in making any determination as to the
solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with
the previous sentence, the right of such Subsidiary Guarantor to contribution
from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor
may have, contractual or otherwise, shall be taken into account.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
C-3
CHS ELECTRONICS, INC. (NEVADA)
By: /S/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
President
CHS DELAWARE, INC.
By: /S/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
President
CHS DELAWARE L.L.C.
By: /S/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Management Committee Member
CHS AMERICAS, INC.
By: /S/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
President
