CORPORATE GUARANTY
THIS CORPORATE GUARANTY (this "GUARANTY") is made this
27th day of February, 1998, by
XXXX INTERNATIONAL HOLDINGS, INC., a Delaware corporation
("HOLDINGS");
DEFLECTA-SHIELD CORPORATION, a Delaware corporation,
XXXX INDUSTRIES, INCORPORATED, a Minnesota corporation,
BELMOR AUTOTRON CORP., a Delaware corporation,
DFM CORP., an Iowa corporation,
(each a "BORROWER" and, collectively, "BORROWERS");
XXXX ACQUISITION CORP., a Minnesota corporation,
BAC ACQUISITION CO., a Delaware corporation,
TRAILMASTER PRODUCTS, INC., a Delaware corporation,
DELTA III, INC., a Delaware corporation
(each an "ACTIVE SUBSIDIARY" and, collectively, "ACTIVE
SUBSIDIARIES"),
(each of Holdings, Borrowers and Active Subsidiaries are in
their individual capacities referred to herein as a
guarantor under this Guaranty, "GUARANTOR" and,
collectively, "GUARANTORS"),
in favor of XXXXXX FINANCIAL, INC., as Agent (the "AGENT")
for the benefit of all Lenders (as such term is defined
below).
RECITALS
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A. Financial Accommodations. Guarantors are entering
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into that certain Credit Agreement dated as of the date
hereof with Agent and certain financial institutions from
time to time party thereto (collectively, "LENDERS") (as it
may be amended, restated, supplemented or otherwise modified
and in effect from time to time, the "CREDIT AGREEMENT")
providing for loans and other financial accommodations to be
made by Lenders to Borrowers.
B. Purpose. Borrowers desire such financial
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accommodations pursuant to the Credit Agreement for the
purpose of (i) funding the repayment of certain indebtedness
of Borrowers, (ii) providing working capital financing for
Borrowers and (iii) providing funds for Permitted
Acquisitions (other than the Deflecta Acquisition) and other
general corporate purposes of Borrowers.
C. Inducement. Guarantors are part of the same
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affiliated enterprise and as such, will derive direct and
indirect economic benefits from the making of loans and
other financial accommodations under the Credit Agreement.
In consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Guarantor hereby agrees
with Agent for its benefit and the benefit of Lenders as
follows:
SECTION 1 DEFINED TERMS
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All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such term in the
Credit Agreement.
SECTION 2 THE GUARANTY
------------
2.1 GUARANTY OF OBLIGATIONS. Each Guarantor jointly,
-----------------------
severally, unconditionally and absolutely guarantees the
full and prompt payment and performance when due, whether at
maturity or earlier, by reason of acceleration or otherwise,
and at all times thereafter, of the indebtedness,
liabilities and obligations of every kind and nature of
Borrowers to Agent or Lenders arising under or in any way
relating to the Credit Agreement or any of the other Loan
Documents, howsoever created, incurred or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter
existing, due or to become due, and howsoever owned, held or
acquired by Agent, for the benefit of Lenders (collectively,
the "OBLIGATIONS"). Without limitation to the foregoing,
the Obligations shall include (a) all reasonable attorneys'
and paralegals' fees, costs and expenses and all court costs
and costs of appeal incurred by Agent in collecting any
amount due Lenders under this Guaranty or in prosecuting any
action against any Borrower, any Guarantor or any other
guarantor with respect to all or any part of the Obligations
and (b) all interest, fees, costs and expenses due Lenders
after the filing of a bankruptcy petition by or against any
Borrower regardless of whether such amounts can be collected
during the pendency of the bankruptcy proceedings.
2.2 CONTINUING GUARANTY; GUARANTY OF PAYMENT. This
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Guaranty is a continuing guaranty of the Obligations, and
each Guarantor agrees that the obligations of such Guarantor
to Agent, for the benefit of Lenders, hereunder shall be
primary obligations, shall not be subject to any
counterclaim, set-off, abatement, deferment or defense based
upon any claim that such Guarantor may have against Agent,
any Borrower, or any other person or entity, and shall
remain in full force and effect without regard to, and shall
not be released, discharged or affected in any way by any
circumstances or condition (whether or not such Guarantor
shall have any knowledge thereof) including, without
limitation: (a) the attempt or the absence of any attempt by
Agent to obtain payment or performance by any Borrower or
any other guarantor (this being a guaranty of payment and
performance and not of collection); (b) Agent's delay in
enforcing Guarantors' Obligations hereunder, or any prior
partial exercise by Agent of any right or remedy against any
Guarantor hereunder; (c) the lack of validity or
enforceability of, or Agent's waiver or consent with respect
to, any provision of any instrument evidencing, securing or
otherwise relating to the Obligations, or any part thereof;
(d) the failure by Agent to take any steps to perfect,
maintain and enforce its security interests, or to preserve
its rights to any security or collateral, for the
Obligations; (e) any voluntary or involuntary bankruptcy,
insolvency, reorganization, arrangement, readjustment,
assignment for the benefit of creditors, composition,
receivership, liquidation, marshalling of assets and
liabilities or similar events or proceedings with respect to
any Borrower or any Guarantor, as applicable, or any of
their respective properties (each, an "INSOLVENCY
PROCEEDING"), or any action taken by Agent, any trustee or
receiver or by any court in any such proceeding; (f) in any
proceeding under Title 11 of the United States Code (11
U.S.C. Section 101 et seq.), as amended (the "BANKRUPTCY
CODE"), (i) any election by Agent under Section 1111(b)(2)
of the Bankruptcy Code, (ii) any borrowing or grant of a
security interest by any Borrower as debtor-in-possession
under Section 364 of the Bankruptcy Code, (iii) the
inability of Agent to enforce the Obligations against any
Borrower by application of the automatic stay provisions of
Section 362 of the Bankruptcy Code, or (iv) the
disallowance, under Section 502 of the Bankruptcy Code, of
all or any portion of Agent's claim(s) against any Borrower
for repayment of the Obligations; (g) the failure of any
Guarantor to receive notice of any intended disposition of
the collateral for the Obligations; (h) any merger or
consolidation of any Borrower into or with any other entity,
or any sale, lease or transfer of any of the assets of any
Borrower or any Guarantor to any other person or entity; (i)
any change in the ownership of any Borrower or any change in
the relationship between any Borrower and any Guarantor, or
any termination of any such relationship; and (k) any other
circumstance which might otherwise constitute a legal or
equitable discharge or defense of any Borrower, any
Guarantor or any other guarantor.
Each Guarantor hereby expressly waives and surrenders
any defense to its liability under this Guaranty based upon
any of the foregoing acts, omissions, agreements, waivers or
matters. It is the purpose and intent of this Guaranty that
the obligations of each Guarantor hereunder shall be joint,
several, absolute and unconditional under any and all
circumstances.
2.3 RIGHTS OF AGENT. Agent is hereby authorized,
---------------
without notice to or demand of Guarantors and without
affecting the liability of Guarantors hereunder, to take any
of the following actions from time to time: (a) increase or
decrease the amount of, or renew, extend, accelerate or
otherwise change the time for payment of, or other terms
relating to, the Obligations, or otherwise modify, amend or
change the terms of any promissory note or other agreement
evidencing, securing or otherwise relating to any of the
Obligations, including, without limitation, the making of
additional advances thereunder; (b) accept and apply any
payments on or recoveries against the Obligations from any
source, and any proceeds of any security therefor, to the
Obligations in such manner, order and priority as Agent may
elect; (c) take, hold, sell, release or otherwise dispose of
all or any security for the Obligations or the payment of
this Guaranty; (d) settle, release, compromise, collect or
otherwise liquidate the Obligations or any portion thereof;
(e) accept, hold, substitute, add or release any other
guaranty or endorsements of the Obligations; and (f) at any
time after maturity of the Obligations, appropriate and
apply toward payment of the Obligations (i) any indebtedness
due or to become due from Agent to any Guarantor, and (ii)
any moneys, credits, or other property belonging to any
Guarantor at any time held by or coming into the possession
of Agent or any affiliates thereof, whether for deposit or
otherwise.
SECTION 3 GUARANTORS' WAIVERS
-------------------
3.1 STATUTES OF LIMITATION. Each Guarantor
----------------------
irrevocably waives all statutes of limitation as a defense
to any action or proceeding brought against such Guarantor
by Agent, to the fullest extent permitted by law.
3.2 ELECTION OF REMEDIES. Each Guarantor irrevocably
--------------------
waives any defense based upon an election of remedies made
by Agent or any other election afforded to Agent pursuant to
applicable law, including, without limitation, (a) any
election to proceed by judicial or nonjudicial foreclosure
or by deed in lieu thereof, or any election of remedies
which destroys or otherwise impairs the subrogation rights
of such Guarantor or the rights of such Guarantor to proceed
against any Borrower for reimbursement, or both, (b) the
waiver by Agent, either by action or inaction of Agent or by
operation of law, of a deficiency judgment against
Borrowers, and (c) any election pursuant to an Insolvency
Proceeding.
3.3 RIGHTS OF SUBROGATION AND OTHER RIGHTS. Each
--------------------------------------
Guarantor irrevocably waives (a) all rights at law or in
equity to seek subrogation, contribution, indemnification or
any other form of reimbursement or repayment from any
Borrower or any other person or entity now or hereafter
primarily or secondarily liable for any of the Obligations
for any disbursements made by any Guarantor under or in
connection with this Guaranty, (b) all claims of any kind or
type against any Borrower as a result of any payment made by
Guarantor to Agent, and (c) any right to participate in any
security now or hereafter held by Agent. In furtherance, and
not in limitation, of the foregoing, each Guarantor agrees
that any payment to Agent pursuant to this Guaranty shall be
deemed a contribution to the capital of any Borrower or
other obligated party and shall not constitute such
Guarantor a creditor of such party. Each Guarantor further
agrees that to the extent the waiver of its rights of
subrogation as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any
reason, any rights of subrogation such Guarantor may have
against any Borrower or against any collateral or security
for any of the Obligations shall be junior and subordinate
to any rights Agent may have against any Borrower and to all
right, title and interest Agent may have in such collateral
or security.
3.4 DEMANDS AND NOTICES. Each Guarantor irrevocably
-------------------
waives all presentments, demands for performance, protests,
notices of protest, notices of dishonor, notices of
acceptance of this Guaranty and of the existence, creation
or incurring of new or additional Obligations, and demands
and notices of every kind that may be required to be given
by any statute or rule or law.
3.5 BORROWER INFORMATION; OTHER DEFENSES. Each
------------------------------------
Guarantor irrevocably waives (a) any duty of Agent to advise
such Guarantor of any information known to Agent regarding
the financial condition of any Borrower (it being the
obligation of such Guarantor to keep informed regarding such
condition), and (b) any defense based on any claim that such
Guarantor's obligations exceed or are more burdensome than
those of any Borrower, and any and all other defenses now or
at any time hereafter available to such Guarantor at law or
in equity.
SECTION 4 LIMITATION ON GUARANTEED OBLIGATIONS
------------------------------------
Notwithstanding any provision herein contained to the
contrary, each Guarantor's liability hereunder solely in its
capacity as a Guarantor under this Guaranty shall be limited
to an amount not to exceed as of any date of determination
the maximum amount which could be claimed by the Agent and
Lenders from any Guarantor under this Guaranty without
rendering such claim voidable or avoidable under Section 548
of Chapter 11 of the Bankruptcy Code or under any applicable
state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.
SECTION 5 CONTRIBUTION WITH RESPECT TO GUARANTY
-------------------------------------
OBLIGATIONS.
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To the extent that any Guarantor shall make a payment
under this Guaranty of all or any of the Obligations (a
"Guarantor Payment") which, taking into account all other
Guarantor Payments then previously or concurrently made by
the other Guarantors, exceeds the amount which such
Guarantor would otherwise have paid if each Guarantor had
paid the aggregate Obligations satisfied by such Guarantor
Payment in the same proportion that such Guarantor's
"Allocable Amount" (as defined below) (as determined
immediately prior to such Guarantor Payment) bore to the
aggregate Allocable Amounts of all Guarantors as determined
immediately prior to the making of such Guarantor Payment,
then, notwithstanding Section 3.3 of this Guaranty, such
----
Guarantor shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each of
the other Guarantors for the amount of such excess, pro rata
--- ----
based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment.
As of any date of determination, the "Allocable Amount"
----------------
of any Guarantor shall be equal to the maximum amount of the
claim which could then be recovered from such Guarantor
under this Guaranty without rendering such claim voidable or
avoidable under Section 548 of Chapter 11 of the Bankruptcy
Code or under any applicable state Uniform Fraudulent
Transfer Act, Uniform Fraudulent Conveyance Act or similar
statute or common law.
This Section 5 is intended only to define the relative
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rights of the Guarantors, and nothing set forth in this
Section 5 is intended to or shall impair the obligations of
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any of the Guarantors to pay any amounts to or for the
benefit of the Agents and Lenders, as and when the same
shall become due and payable in accordance with the terms of
this Guaranty and in accordance with the terms of the Credit
Agreement.
The parties hereto acknowledge that the rights of
contribution and indemnification hereunder shall constitute
assets of any Guarantor to which such contribution and
indemnification is owing.
SECTION 6 REPRESENTATIONS AND WARRANTIES
------------------------------
Each Guarantor jointly and severally represents and
warrants to Agent as follows:
6.1 EXISTENCE; AUTHORITY; EXECUTION. Each Guarantor
-------------------------------
hereby represents and warrants that: (a) it is duly
organized, validly existing, and in good standing under the
laws of the state of its incorporation; and (b) this
Guaranty has been duly and validly authorized, executed and
delivered and constitutes the binding obligations of the
Guarantors, enforceable in accordance with its terms.
6.2 [INTENTIONALLY OMITTED]
6.3 NO DEFAULTS. There is no existing event of
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default, and no event has occurred which with the passage of
time and/or the giving of notice or both will constitute an
event of default, under any agreement to which any Guarantor
is a party, the effect of which event of default will impair
performance by any Guarantor of the Obligations pursuant to
and as contemplated by the terms of this Guaranty, and
neither the execution and delivery of this Guaranty nor
compliance with the terms and provisions hereof will violate
any presently existing provision of law or any presently
existing regulation, order, writ, injunction or decree of
any court or governmental department, commission, board,
bureau, agency or instrumentality, or constitute a default
under, any agreement to which any Guarantor is a party or by
which any Guarantor is bound and which could reasonably be
expected to have, either individually or in the aggregate, a
Material Adverse Effect.
6.4 NO LITIGATION. There are no actions, suits or
-------------
proceedings pending or, to the knowledge of any Guarantor,
threatened against any Guarantor before any court or any
governmental, administrative, regulatory, adjudicatory or
arbitrational body or agency of any kind that will adversely
affect performance by any Guarantor of its obligations
pursuant to and as contemplated by the terms and provisions
of this Guaranty.
6.5 ACCURACY. Neither this Guaranty nor any document,
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financial statement, credit information, certificate or
statement heretofore furnished or required herein to be
furnished to Agent by each Guarantor contains any untrue
statement of fact or omits to state a fact material to this
Guaranty.
SECTION 7 EVENTS OF DEFAULT
-----------------
Upon the occurrence of any of the following events,
Agent may, without notice to Borrowers or Guarantors,
declare any or all of the Obligations, whether or not then
due, immediately due and payable by Guarantors under the
Guaranty, and Agent shall be entitled to enforce the
obligations of Guarantors hereunder:
7.1 DEFAULT BY BORROWER. Any Borrower shall default
-------------------
in the payment or performance of any of the Obligations
guarantied hereby, after giving effect to any applicable
notice and cure provisions.
7.2 FAILURE TO PERFORM. Any Guarantor fails to
------------------
perform any of its obligations under this Guaranty or any
agreement under which security is given therefor, or this
Guaranty is revoked or terminated by any Guarantor, or any
representation or warranty made or given by any Guarantor to
Agent proves to be false or misleading in any material
respect on the date made.
7.3 INSOLVENCY PROCEEDING. The making by any
---------------------
Guarantor of any assignment for the benefit of creditors, or
a trustee or receiver being appointed for any Guarantor or
for any property of any Guarantor, or any Guarantor becoming
insolvent or the subject of any Insolvency Proceeding and,
in the case of such a proceeding being commenced against any
Guarantor, such proceeding is not dismissed within forty-
five (45) days following the commencement date thereof.
7.4 DISSOLUTION. Any Guarantor dissolves or
-----------
liquidates, or the business of any Guarantor is suspended or
terminated for any reason, except as expressly permitted
under the Credit Agreement.
SECTION 8 MISCELLANEOUS
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8.1 REVIVAL AND REINSTATEMENT. If at any time all or
-------------------------
any part of any payment theretofore applied by Agent to any
of the Obligations is or must be rescinded or returned by
Agent for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of
any Borrower), such Obligations shall, for the purposes of
this Guaranty, to the extent such payment is or must be
rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by Agent, and
this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Obligations, all
as though such application by Agent had not been made.
8.2 NO MARSHALING. Agent has no obligation to marshal
-------------
any assets in favor of any Guarantor, or against or in
payment of (a) any of the Obligations, or (b) any other
obligation owed to Agent by any Guarantor, any Borrower, or
any other person.
8.3 NO MODIFICATION, WAIVER OR RELEASE WITHOUT
------------------------------------------
WRITING. Except as may otherwise be expressly set forth
-------
herein, this Guaranty may not be modified, amended, revised,
revoked, terminated, changed or varied in any way
whatsoever, nor shall any waiver of any of the provisions of
this Guaranty be binding upon Agent, except as expressly set
forth in a writing duly executed by Agent. No waiver by
Agent of any default shall operate as a waiver of any other
default or the same default on a future occasion, and no
action by Agent permitted hereunder shall in any way affect
or impair Agent's rights or the obligations of any Guarantor
under this continuing Guaranty.
8.4 ASSIGNMENT; SUCCESSORS AND ASSIGNS. No Guarantor
----------------------------------
may assign its obligations or liabilities under this
Guaranty without the prior written consent of all Lenders.
Subject to the preceding sentence, this Guaranty shall be
binding upon the parties hereto and their respective heirs,
executors, successors, representatives and assigns and shall
inure to the benefit of the parties hereto and their
respective successors and assigns. Agent may assign its
rights under this Guaranty.
8.5 INTEGRATION. This Guaranty and the other Loan
-----------
Documents represent the entire agreement of each Guarantor
with respect to the subject matter of this Guaranty.
8.6 RIGHTS CUMULATIVE. All of Agent's rights under
-----------------
this Guaranty are cumulative. The exercise of any one right
does not exclude the exercise of any other right given in
this Guaranty or any other right of Agent not set forth in
this Guaranty.
8.7 SEVERABILITY. Whenever possible each provision of
------------
this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid
under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
8.8 MATERIAL INDUCEMENT; CONSIDERATION. Each
----------------------------------
Guarantor acknowledges and agrees that Agent is specifically
relying upon the representations, warranties, agreements and
waivers contained herein and that such representations,
warranties, agreements and waivers constitute a material
inducement to Agent to accept this Guaranty and to enter
into the Credit Agreement, the other Loan Documents and the
transactions contemplated therein. Each Guarantor further
acknowledges that it expects to benefit from Agent's
extension of financing accommodations to Borrowers because
of its relationship to Borrowers, and that it is executing
this Guaranty in consideration of that anticipated benefit.
8.9 INDEMNIFICATION. Each Guarantor jointly and
---------------
severally agrees to indemnify, pay and hold Agent and its
officers, directors, employees, agents, and attorneys
(collectively called the "INDEMNITEES") harmless from and
against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature
whatsoever (including the reasonable fees and disbursements
of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees
shall be designated a party thereto) that may be imposed on,
incurred by, or asserted against that Indemnitees, in any
manner relating to or arising out of this Guaranty or the
exercise of any right or remedy hereunder or under the other
documents pertaining to the Obligations (the "INDEMNIFIED
LIABILITIES"); provided that Guarantors shall have no
--------
obligation to an Indemnitees hereunder with respect to
indemnified Liabilities arising from the gross negligence or
willful misconduct of that Indemnitees as determined by a
court of competent jurisdiction. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in
the preceding sentence may be unenforceable because it
violates any law or public policy, Guarantors shall
contribute the maximum portion that it is permitted to pay
and satisfy under applicable law to the payment and
satisfaction of all Indemnitees Liabilities incurred by the
Indemnitees or any of them.
8.10 COUNTERPARTS. This Guaranty may be executed in
------------
counterparts, each of which shall be deemed an original, but
all of which, when taken together, shall be deemed one and
the same agreement.
8.11 GOVERNING LAW. This Guaranty shall be governed by
-------------
and construed in accordance with the internal laws of the
State of New York, without regard to conflicts of law
principles.
8.12 VENUE. EACH GUARANTOR HEREBY CONSENTS TO THE
-----
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK AND
IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
GUARANTY SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR
EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON SUCH GUARANTOR BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH
GUARANTOR, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE
SAME HAS BEEN POSTED.
8.13 WAIVER OF JURY TRIAL. EACH GUARANTOR AND AGENT
--------------------
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
GUARANTY. EACH GUARANTOR AND AGENT ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING
INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR
AND AGENT WARRANT AND REPRESENT THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS.
8.14 WAIVERS. THE WAIVERS SET FORTH HEREIN (INCLUDING,
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WITHOUT LIMITATION, SECTIONS 2.2 AND 3 ABOVE) ARE KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY EACH GUARANTOR, AND
EACH GUARANTOR ACKNOWLEDGES THAT NEITHER AGENT NOR ANY
PERSON ACTING ON BEHALF OF AGENT HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THESE WAIVERS OR IN ANY
WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH GUARANTOR FURTHER
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS
GUARANTY AND IN THE MAKING OF THESE WAIVERS BY INDEPENDENT
LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT
HAS HAD THE OPPORTUNITY TO DISCUSS THESE WAIVERS WITH
COUNSEL.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its duly
authorized officer as of the date and year first above
written.
XXXX INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
XXXX INDUSTRIES, INCORPORATED
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DEFLECTA-SHIELD CORPORATION
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
BELMOR AUTOTRON CORP.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DFM CORP.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
[SIGNATURE PAGE TO CORPORATE GUARANTY]
XXXX ACQUISITION CORP.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
BAC ACQUISITION CO.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
TRAILMASTER PRODUCTS, INC.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DELTA III, INC.
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
ACKNOWLEDGED AND ACCEPTED BY:
XXXXXX FINANCIAL, INC.,
as Agent
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
[SIGNATURE PAGE TO CORPORATE GUARANTY]
