EXHIBIT 10.2 PERFORMANCE GUARANTY In consideration of the execution of certain agreements by the Beneficiaries (as defined below) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the...

EXHIBIT 10.2
PERFORMANCE GUARANTY

      In consideration of the execution of certain agreements by the
Beneficiaries (as defined below) and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the
undersigned, Xxxxxx Worldwide, Inc., a Delaware corporation (the “Guarantor”),
the Guarantor hereby agrees as follows. Capitalized terms are used in this
Guaranty as defined in the Credit Agreement (hereinafter defined).

      1.    The Guarantor hereby absolutely, unconditionally and irrevocably
guarantees (a) for the benefit of Blue Ridge Asset Funding Corporation (“Blue
Ridge”) and all other existing and future Lenders from time to time party to
the Credit Agreement, and Wachovia Bank, N.A., as administrator for the Lenders
under the Credit Agreement (the “Administrator”), and each of the foregoings’
respective successors and permitted assigns (all of the foregoing,
collectively, the “Beneficiaries”), the due and punctual performance and
observance when due of all obligations of Xxxxxx Collections Limited
Partnership (the “Servicer”) to be performed or observed by the Servicer under
that certain Credit and Security Agreement dated as of March 31, 2000 among
Xxxxxx Trade Funding LLC, as borrower (the “Borrower”), the Servicer, Blue
Ridge, and the Administrator (as amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”) and the other Transaction
Documents referenced therein, including, without limitation, the Servicer’s
obligations under Sections 13.2, 14.5, 14.6 and 14.8 and under Articles III,
VII and VIII of the Credit Agreement (all such obligations being collectively
called the “Guaranteed Obligations”). In the event that the Servicer shall
fail in any manner whatsoever to fully and timely perform any such obligation,
including, without limitation, its obligation to pay or deposit any sum when
required in accordance with the terms of the Credit Agreement, then the
Guarantor will perform or cause to be duly and punctually performed, the
Guaranteed Obligations. This is a guaranty of performance of the Guaranteed
Obligations (which may include payment obligations); it is not, however, a
guaranty of collection of the amounts due under the Credit Agreement (the
“Aggregate Unpaids”).

      2.    The Guarantor represents and warrants that (i) the execution,
delivery and performance of this Guaranty by the Guarantor do not contravene
the Guarantor’s charter or by-laws, any law, rule or regulation applicable to
the Guarantor, any contractual restriction contained in any agreement or
instrument binding on the Guarantor or its property, or any order, judgment,
injunction or decree binding on the Guarantor or its property, and do not
result in or require the creation of any Adverse Claim upon or with respect to
any of its properties, (ii) this Guaranty has been duly executed and delivered
on behalf of the Guarantor and is the legal, valid and binding agreement of the
Guarantor enforceable against the Guarantor in accordance with its terms, (iii)
there are no actions, suits or proceedings pending or, to the knowledge of the
Guarantor, threatened against or affecting the Guarantor or its property which
may materially adversely affect the financial condition of operations of the
Guarantor or the ability of the Guarantor to perform its obligations hereunder
nor is the Guarantor in default with respect to any order of any court,
arbitrator or governmental body, and (iv) the Guarantor has adequate means to
obtain on a continuing basis, all information concerning the financial
condition of the Borrowers and the collectibility of the Receivables under the
Credit Agreement, and the





 Guarantor acknowledges that it is not relying on the Beneficiaries to
provide such information either now or in the future.

      3.    [Reserved]

      4.    The Guarantor agrees that its obligations under this Guaranty shall be
absolute, unconditional and irrevocable, irrespective of (i) the validity,
enforceability, avoidance, subordination, discharge or disaffirmance of the
Guaranteed Obligations, any Receivable under the Credit Agreement, the related
Contract or any other Related Security with respect thereto, or the Credit
Agreement, (ii) the absence of any attempt to or the inability to collect any
Receivable or other amount owing under any Contract or insurance policy
maintained pursuant thereto from any Person or to collect the Guaranteed
Obligations from the Borrower or the Servicer, (iii) any amendment or change
to, or exchange or release of, any Receivable under the Credit Agreement, the
related Contract or other Related Security with respect thereto, the Guaranteed
Obligations or the Credit Agreement, (iv) any law, regulation or order of any
jurisdiction affecting any term of any of the Guaranteed Obligations, any
Receivable under the Credit Agreement, the related Contract or other Related
Security with respect thereto, rights of any of Beneficiaries with respect
thereto, or the Credit Agreement, (v) the failure by any of the Beneficiaries
to take any or all steps to perfect and maintain perfected, or the release of,
its respective interest in any Receivable under the Credit Agreement or other
property or interest in property acquired by the Administrator on its behalf
from the Borrower or the Servicer or in any security or collateral related to
the Guaranteed Obligations, (vi) any failure to obtain any authorization or
approval from or other action by or to notify or file with, any governmental
authority or regulatory body required in connection with the performance of the
obligations hereunder by the Guarantor, (vii) any impossibility or
impracticability of performance, illegality, force majeure, any act of
government or other circumstances which might constitute a default available to
or a discharge of the Borrower, the Servicer or the Guarantor or any other
circumstance, event or happening whatsoever whether unforeseen or foreseen and
whether similar to or dissimilar to anything referred to above, or (viii) the
commencement of any voluntary or involuntary proceeding with respect to the
Borrower or the Servicer under the Code or any applicable state insolvency law.

      Notwithstanding the foregoing, this Guaranty is not intended to, and shall
not, constitute a guarantee of the collectibility or payment of the
Receivables, and nothing in this Guaranty shall require the Guarantor to
indemnify the Beneficiaries for Receivables which are not collected, not paid
or otherwise uncollectible on account of the insolvency, bankruptcy,
credit-worthiness or financial inability to pay of the applicable Obligor.

      5.    The Guarantor’s obligations under this Guaranty shall not be limited
by any valuation, estimation or disallowance made in connection with any
proceedings filed by or against the Guarantor or the Borrower or the Servicer
under the United States Bankruptcy Code of 1978, as amended (the
“Code”),
whether pursuant to Section 502 of the Code or any other Section thereof. The
Guarantor further agrees that none of the Beneficiaries shall be under any
obligation to marshal any assets in favor of or against or in satisfaction of
any or all of the Guaranteed Obligations. To the extent that, in performing
its obligations, the Borrower or the Servicer makes a payment or payments to
any of the Beneficiaries which payment or payments
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 (or any part thereof) is or are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to the
Borrower or the Servicer, or their respective estates, trustees or receivers,
or any other party, including, without limitation, the Guarantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Guaranteed Obligations, or part
thereof which had been paid, reduced or satisfied by such amount, shall be
reinstated and continued in full force and effect as of the date such initial
payment, reduction or satisfaction occurred. The Guarantor waives all set-offs
and counterclaims and all presentments, demands for payment, notices of
nonpayment, protests, notices of protest, notices of dishonor and notices of
acceptance of this Guaranty. The Guarantor’s obligations under this Guaranty
shall not be limited if the Beneficiaries are precluded for any reason
(including, without limitation, the application of the automatic stay under
Section 362 of the Code) from enforcing or exercising any right or remedy with
respect to the Guaranteed Obligations, and the Guarantor shall perform the
Guaranteed Obligations, upon demand, that would otherwise have been due had
such rights and remedies been permitted to be exercised.

      6.    The Guarantor waives promptness, diligence, notice of acceptance,
notice of default by each Borrower or the Servicer, notice of the incurrence of
any Guaranteed Obligation and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty, each Credit Agreement and any other
document related thereto and any requirement that the Beneficiaries exhaust any
right or take any action against the Borrower or the Servicer, any other Person
or any property. UNTIL THE EARLIER TO OCCUR OF PAYMENT IN FULL OF THE
GUARANTEED OBLIGATIONS AND TERMINATION OF THIS GUARANTY IN ACCORDANCE WITH
SECTION 8 BELOW, THE GUARANTOR SHALL NOT EXERCISE ANY RIGHT OF SUBROGATION WITH
RESPECT TO PAYMENTS MADE BY IT PURSUANT TO THIS GUARANTY IN THE PERFORMANCE OF
THE GUARANTEED OBLIGATIONS. UPON PAYMENT IN FULL OF THE GUARANTEED
OBLIGATIONS, THE GUARANTOR SHALL BE FULLY SUBROGATED TO ALL RIGHTS AND REMEDIES
OF EACH AGENT AND THE LENDERS AGAINST THE BORROWER AND THE SERVICER.

      7.    The Guarantor shall pay all reasonable costs and expenses (including
reasonable attorneys’ fees and expenses actually incurred) paid or incurred by
any of the Beneficiaries in connection with the enforcement of this Guaranty
and the prosecution or defense of any action by or against any of the
Beneficiaries in connection with this Guaranty, whether involving the Guarantor
or any other Person, including a trustee in bankruptcy; provided, however, that
the Guarantor shall have no such obligation in connection with any action
brought by any Beneficiary against the Guarantor to the extent that the
Guarantor is the prevailing party in the judgment rendered in any such action.
To the extent that performance of the Guaranteed Obligations would include an
obligation to pay or deposit any money, the Guarantor shall pay interest on all
amounts owing by it under this Guaranty from the date of demand therefor until
such obligations are paid in full, at the per annum rate equal to the sum of
(a) the prime rate announced from time to time by the Administrator or its
parent from time to time, changing when and as such rate of interest changes,
plus (b) 2.0% per annum (computed for actual days elapsed on the basis of a
360-day year).

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      8.    This Guaranty shall terminate only after the performance in full of
the Guaranteed Obligations, it being understood that this Guaranty shall not
have been terminated but shall remain in full force and effect if any payment
(or any part thereof) included in such performance that is made in respect of
the Guaranteed Obligations to any of the Beneficiaries is subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to any other creditor, or its estate, trustee or receiver
or any other party, including, without limitation, the Guarantor, under any
bankruptcy law, state or federal law, common law or equitable cause, until such
Guaranteed Obligations are satisfied in full in accordance with this Guaranty.

      9.    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE
CREDIT AGREEMENT: IN NO EVENT SHALL ANY MONETARY OBLIGATIONS INCLUDED IN THE
GUARANTEED OBLIGATIONS HEREUNDER EXCEED THE SUM OF (A) THE UNPAID BALANCE PLUS
(B) ALL REASONABLE COSTS OF COLLECTION AND ENFORCEMENT HEREOF (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS AND COURT
COSTS ACTUALLY INCURRED), PLUS (C) ANY ACCRUED AND UNPAID INTEREST OWING UNDER
THE LAST SENTENCE OF PARAGRAPH 7 OF THIS GUARANTY.

      10.    This Guaranty shall be interpreted, and the rights and remedies of
the parties hereto determined, in accordance with the laws and decisions of the
State of New York. Wherever 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.

      11.    The Guarantor hereby submits, and, in accepting the benefits of this
Guaranty, each of the Beneficiaries hereby submits, to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State Court sitting in New York, New York, for
purposes of all legal proceedings arising out of or relating to this Guaranty
or the transactions contemplated hereby. The Guarantor hereby irrevocably
waives, and, in accepting the benefits of this Guaranty, each of the
Beneficiaries hereby irrevocably waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum. Nothing in this paragraph 11 shall affect the right of the
Beneficiaries or the Guarantor to bring any action or proceeding against any
other such Person or its property in the courts of other jurisdictions.

      12.    TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR IRREVOCABLY
WAIVES, AND, IN ACCEPTING THE BENEFITS OF THIS GUARANTY, EACH OF THE
BENEFICIARIES IRREVOCABLY WAIVES, ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT
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 OF OR IN CONNECTION WITH THIS GUARANTY OR ANY MATTER ARISING HEREUNDER.

[Remainder of Page Intentionally Blank]

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      IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor
as of March 31, 2000.


XXXXXX WORLDWIDE, INC., as Guarantor

 
By:_____________________________________
            Name:  Xxxxxxx X. Xxxxx
            Title:  Vice President Finance and Treasurer

 
Address:

 
 
Attention:  _________________
Phone: (___) _______________
Fax:   (___) _________________




Accepted as of March 31, 2000
on behalf of the Beneficiaries:


WACHOVIA BANK, N.A., as Administrator under the Credit Agreement


BY:__________________________
   Name:
   Title:



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